Hector Communications Corporation Agrees to Be Acquired by Consortium of Minnesota Telephone Companies for $36.40 per Share
June 27 2006 - 12:10PM
PR Newswire (US)
HECTOR, Minn., June 27 /PRNewswire-FirstCall/ -- Hector
Communications Corporation (AMEX:HCT) today announced that it has
entered into an definitive merger agreement with Hector Acquisition
Corporation (HAC), a recently formed corporation owned by Blue
Earth Valley Communications, Inc., Arvig Enterprises, Inc. and New
Ulm Telecom, Inc. (OTC:NULM) (BULLETIN BOARD: NULM) , three
independent local exchange carriers operating in Minnesota. Under
the terms of the agreement, shareholders of Hector Communications
Corporation (the "Company") will be entitled to receive $36.40 per
share in cash and outstanding options will be cashed out. The Board
of Directors of the Company has unanimously approved the merger
agreement and will recommend that the Company's shareholders
approve the merger when it is presented for shareholder approval at
a shareholders meeting later this year. The Company's financial
advisor, Stifel, Nicolaus & Company, Incorporated provided an
opinion to the Company's Board that the consideration to be paid to
the shareholders of the Company in the transaction is fair to such
shareholders from a financial point of view. HAC has received a
commitment letter from CoBank, ACB to provide the debt financing
required for this transaction. The consummation of the merger
transaction is subject to a number of conditions, including
approval by state and federal regulatory authorities and achieving
working capital and long-term debt levels specified in the
agreement. In addition, completion of the merger is subject to
closing of Alltel Corporation's acquisition of Midwest Wireless
Holdings L.L.C. announced in November 2005. The Company is an owner
of Midwest Wireless and, upon completion of the sale of Midwest
Wireless to Alltel, expects to receive net, after tax proceeds of
approximately $39,500,000. A Delaware court challenge to Alltel's
acquisition of Midwest Wireless was recently dismissed, but the
completion of this transaction is subject to several other
conditions, including FCC and Hart-Scott-Rodino approvals. Based on
information currently available to the Company, and subject to the
satisfaction of all conditions to the merger, it is presently
anticipated that HAC's acquisition of the Company will be completed
in approximately 90 to 120 days. Curtis A. Sampson, Chairman and
Chief Executive Officer, stated: "The agreement with Hector
Acquisition Corp. is the culmination of a process we began
approximately one year ago to explore strategic alternatives
available. We believe we have maximized shareholder value through
this process." Hector Communications Corporation is a
telecommunications holding company which through its subsidiaries
provides telecommunications services in rural communities in
Minnesota, Wisconsin and North Dakota. At March 31, 2006, the
Company served approximately 29,400 telephone access lines, 8,000
cable television subscribers and 11,300 internet customers, as well
as having minority ownership interests in many other
telecommunications companies. CAUTIONARY STATEMENT The Private
Securities Litigation Reform Act of 1995 contains certain safe
harbor provisions regarding forward-looking statements. These
statements may include, without limitation, statements with respect
to anticipated future operating and financial performance, growth
opportunities and growth rates, acquisition and divestiture
opportunities, business strategies, business and competitive
outlook and other similar forecasts and statements of expectation.
Words such as expects, anticipates, intends, plans, believes,
seeks, estimates and should, and variations of these words and
similar expressions, are intended to identify these forward-looking
statements. Such forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ
materially from such statements. Due to the uncertainties listed
and the fact that any forward-looking statements made by Hector and
its management are based on estimates, projections, beliefs and
assumptions of management, they are not guarantees of future
performance. Except as required by law, Hector disclaims any
obligation to update or revise any forward-looking statements based
on the occurrence of future events, the receipt of new information,
or otherwise. DATASOURCE: Hector Communications Corporation
CONTACT: Curtis A. Sampson, Chairman, Steven H. Sjogren, President,
or Paul N. Hanson, Vice President and Treasurer, all of Hector
Communications Corporation, +1-320-848-6611
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