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8-K - FORM 8-K - MEDIACOM COMMUNICATIONS CORP | y84880e8vk.htm |
EX-99.2 - EX-99.2 - MEDIACOM COMMUNICATIONS CORP | y84880exv99w2.htm |
Exhibit 99.1
For Immediate Release
Mediacom Communications Announces Receipt of
Going Private Proposal at $6.00 Per Share
Going Private Proposal at $6.00 Per Share
Middletown, New York June 1, 2010 MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq: MCCC)
(Mediacom or the Company) announced today that its Board of Directors received a non-binding
proposal from Mediacoms founder, Chairman and Chief Executive Officer, Rocco B. Commisso, for a
going private transaction. The proposal contemplates the acquisition of all of the Class A and
Class B shares of Mediacom common stock not already beneficially owned by Mr. Commisso at a price
of $6.00 per share in cash. The proposed transaction will not result in a change of control with
respect to the Companys existing debt arrangements.
The Board of Directors appointed independent directors Thomas V. Reifenheiser and Natale S.
Ricciardi to a special committee (the Special Committee) empowered to, among other things,
consider the proposal. The Special Committee will retain independent financial advisors and legal
counsel to assist in its work. The Board of Directors cautions the Companys stockholders and
others considering trading in its securities that the Board of Directors and the Special Committee
have just received the proposal and no decisions have been made by the Board of Directors or the
Special Committee with respect to the Companys response to the proposal. There can be no assurance
that any definitive offer will be made or accepted, that any agreement will be executed or that any
transaction will be consummated.
Mediacom expects this proposal to have no impact on day-to-day business operations. The Company
does not intend to comment further at this time.
Interested parties are urged to read relevant documents, when and if filed by Mediacom
Communications with the Securities and Exchange Commission because they will contain important
information. Free copies of such relevant documents may be obtained at the SECs website:
www.sec.gov.
The full text of the non-binding proposal letter from Mr. Commisso follows:
May 31, 2010
Board of Directors
Mediacom Communications Corporation
100 Crystal Run Road
Middletown, NY 10941
Mediacom Communications Corporation
100 Crystal Run Road
Middletown, NY 10941
Members of the Board:
I am pleased to propose to acquire by merger, for a purchase price of $6.00 per share in cash, all
of the outstanding shares of Class A common stock and Class B common stock of Mediacom
Communications Corporation (the Company) that I do not already beneficially own. I expect to
finance the transaction through borrowings under the Companys existing credit facilities.
I believe that this proposal offers compelling value and is in the best interests of the Company
and all of its public shareholders. As you are aware, I beneficially own approximately 40% of the
Companys common stock representing about 87% of the voting power. Although the proposed
transaction does not involve a change of control, this offer reflects a 13% premium over the
closing price of the Companys Class A shares on Friday, May 28, 2010, and a premium of 16% over
the six-month average closing price. The offer also represents an increase of 34% over the closing
price of the Class A common stock on December 31, 2009.
You should know that following the transaction, I plan to continue in my current roles and,
together with our management team, intend on leading our Company and its valuable employee base
well into the future.
I anticipate that you will form a special committee of independent directors (the Special
Committee) to respond to my proposal on behalf of the Companys public shareholders. I also
encourage the Special Committee to retain its own legal and financial advisors to assist in its
review. In considering my proposal, you should be aware that I am interested only in pursuing the
proposed transaction and that I am not interested in selling my stake in the Company or
considering any strategic transaction involving the Company.
I am prepared to move very quickly to negotiate a transaction with the Special Committee and its
advisors, and believe that my familiarity with the Company and its operations will allow us to
finalize definitive documentation on an accelerated basis. Of course, neither the Company nor I
will have any legal obligation with respect to the proposal or any transaction unless and until a
definitive merger agreement satisfactory to me and recommended by the Special Committee and
approved by the Board of Directors is executed and delivered.
I look forward to discussing this proposal further with the Special Committee and its legal and
financial advisors in the very near future.
Sincerely,
Rocco B. Commisso
About Mediacom Communications Corporation
Mediacom Communications is the nations seventh largest cable television company and one of the
leading cable operators focused on serving the smaller cities in the United States, with a
significant concentration in the Midwestern and Southeastern regions. Mediacom Communications
offers a wide array of broadband products and services, including traditional and advanced video
services such as digital television, video-on-demand, digital video recorders, high-definition
television, as well as high-speed Internet access and phone service. For more information about
Mediacom Communications, please visit www.mediacomcc.com.
Contacts: |
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Investor Relations
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Media Relations | |
Calvin G. Craib
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Thomas J. Larsen | |
Senior Vice President,
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Vice President, | |
Corporate Finance
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Legal and Public Affairs | |
(845) 695-2675
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(845) 695-2754 |
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