Hawaiian Telcom Holdco, Inc., Hawai‘i’s leading fiber-based integrated communications provider, announced that its stockholders voted overwhelmingly to approve the merger agreement with Cincinnati Bell during a special meeting held today.
Approximately 99.8 percent of the shares voted were cast in favor of the merger, representing 86.2 percent of Hawaiian Telcom’s outstanding shares as of the record date of September 26, 2017.
“Today’s vote demonstrates strong support from our stockholders for the merger with Cincinnati Bell,” said Scott K. Barber, Hawaiian Telcom’s president and CEO. “In addition to delivering immediate value, this transaction provides our stockholders the opportunity to participate in the potential upside of the combined company, with added scale and efficiency, expanded product offerings, and increased investment and success in fiber. We believe this strategic combination will drive long-term value for both companies’ stockholders, customers, employees, and our communities.”
Under the terms of the merger agreement, Hawaiian Telcom stockholders will have the option to elect either $30.75 in cash, 1.6305 shares of Cincinnati Bell common stock, or a mix of $18.45 in cash and 0.6522 shares of Cincinnati Bell common stock for each share of Hawaiian Telcom. Hawaiian Telcom stockholders who elect to receive the cash consideration or the share consideration will be subject to proration such that the aggregate consideration to be paid to Hawaiian Telcom stockholders will be 60 percent cash and 40 percent Cincinnati Bell common stock. Upon the closing of the transaction, Hawaiian Telcom stockholders will own approximately 15 percent and Cincinnati Bell stockholders will own approximately 85 percent of the combined company.
Hawaiian Telcom has filed all necessary federal and state regulatory applications related to the proposed merger and cleared the Hart-Scott-Rodino Act review period. The merger approval process continues to progress as anticipated and the transaction is expected to close as soon as all regulatory approvals and other customary closing conditions are met.
