Consolidated Communications Holdings, Inc.
to Rule 425 under the Securities Act of 1933,
amended, and deemed filed pursuant to Rule 14a-12
Securities Exchange Act of 1934, as amended
Company: North Pittsburgh Systems, Inc.
File No.: 0-13716
Consolidated Communications Employees
Currey, President and CEO
of North Pittsburgh Systems, Inc.
excited to announce that we have entered into a definitive agreement to acquire
North Pittsburgh Systems, Inc. (Nasdaq: NPSI) based in Gibsonia,
Pittsburgh Systems, Inc. operates North Pittsburgh Telephone Co., a 101-year-old
telecommunications company in western Pennsylvania, as well as a competitive
local exchange carrier (CLEC) and interexchange carrier Penn Telecom and
Internet service provider Nauticom. The corporation has about 300 employees
approximately 144,100 total connections.
Pittsburgh Telephone Co. (NPTC) serves a 285-square-mile area, including the
counties of Allegheny, Armstrong, Butler and Westmoreland in Pennsylvania.
currently offer voice and data services, including local and long distance,
high-speed Internet and VOIP.
communicated to you this past year, part of our planned strategy is to pursue
acquisitions that make sense for our company. Earlier this year, we identified
North Pittsburgh as a potential good fit for Consolidated and we engaged in
rigorous review of the company, including its operations, systems, network,
market position and financials. We found North Pittsburgh to be an excellent
complement to our Illinois and Texas operations and I’m extremely pleased this
resulted in a successful bidding process and an agreement.
Pittsburgh has established a strong reputation with its customers and in the
communities it serves. It has attractive markets where we have an opportunity
increase broadband penetration and grow the product suite. With its extensive
and advanced fiber network we are well positioned to layer on IPTV and offer
triple-play bundles. Overall, the company has a solid foundation on which we
this mean for you? This acquisition strengthens our company and better positions
us for a sustainable future with new opportunities for advancement and growth.
But we also recognize it is a large endeavor and will require the skills and
efforts of many of you. I’m confident in our collective ability to be
meantime, we must continue to keep our focus on our customers. Taking care
their needs and reinforcing their choice of Consolidated Communications as
provider has never been more important.
essential information becomes available about the sale closing and integration
process, we will provide updates. Questions should be directed to your
supervisor or you may use the Corporate Communications Employee Comment Box
the intranet or the Corporate Communications voice mailbox at 217-258-9700.
exciting time to be a member of the Consolidated Communications team, and I
you are looking forward to the opportunities ahead, as I am.
statements other than statements of historical facts, including statements
management’s beliefs and expectations, are forward-looking statements and should
be evaluated as such. These statements are made on the basis of management’s
views and assumptions regarding future events and business performance. Words
such as “estimate,” “believe,” “anticipate,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements
(including oral representations) involve risks and uncertainties that may cause
actual results to differ materially from any future results, performance or
achievements expressed or implied by such statements. These risks and
uncertainties include the ability of Consolidated Communications Holdings,
(the “Company”) to complete the acquisition, successfully integrate the
operations of North Pittsburgh Systems, Inc. (“North Pittsburgh”) and realize
the synergies from the acquisition, as well as a number of other factors related
to the businesses of the Company and North Pittsburgh, including various risks
to stockholders of not receiving dividends and risks to the Company’s ability to
pursue growth opportunities if the Company continues to pay dividends according
to the current dividend policy; various risks to the price and volatility of
Company’s common stock; the substantial amount of debt and the Company’s ability
to incur additional debt in the future; the Company’s need for a significant
amount of cash to service and repay the debt and to pay dividends on the
Company’s common stock; restrictions contained in the Company’s debt agreements
that limit the discretion of management in operating the business; the ability
to refinance the existing debt as necessary; regulatory changes, rapid
development and introduction of new technologies and intense competition in
telecommunications industry; risks associated with the Company’s possible
pursuit of acquisitions; economic conditions in the Company’s and North
Pittsburgh’s service areas in Illinois, Texas and Pennsylvania; system failures;
losses of large customers or government contracts; risks associated with the
rights-of-way for the network; disruptions in the relationship with third party
vendors; losses of key management personnel and the inability to attract and
retain highly qualified management and personnel in the future; changes in
extensive governmental legislation and regulations governing telecommunications
providers and the provision of telecommunications services; telecommunications
carriers disputing and/or avoiding their obligations to pay network access
charges for use of the Company’s network; high costs of regulatory compliance;
the competitive impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs regarding
environmental regulations. These and other risks and uncertainties are discussed
in more detail in the Company’s and North Pittsburgh’s filings with the
Securities and Exchange Commission, including our respective reports on Form
10-K and Form 10-Q.
these risks are beyond management’s ability to control or predict. All
forward-looking statements attributable to the Company, North Pittsburgh or
persons acting on behalf of each of them are expressly qualified in their
entirety by the cautionary statements and risk factors contained in this
communication and the companies’ filings with the Securities and Exchange
Commission. Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements. Furthermore,
forward-looking statements speak only as of the date they are made. Except
required under the federal securities laws or the rules and regulations of
Securities and Exchange Commission, we do not undertake any obligation to update
or review any forward-looking information, whether as a result of new
information, future events or otherwise.
material is not a substitute for the prospectus/proxy statement the Company
North Pittsburgh will file with the Securities and Exchange Commission.
Investors are urged to read the prospectus/proxy statement, which will contain
important information, including detailed risk factors, when it becomes
available. The prospectus/proxy statement and other documents which will be
filed by the Company and North Pittsburgh with the Securities and Exchange
Commission will be available free of charge at the Securities and Exchange
Commission’s website, www.sec.gov, or by directing a request when such a filing
is made to Consolidated Communications, 121 South 17th Street, Mattoon, IL
61938, Attention: Investor Relations; or to North Pittsburgh, 4008 Gibsonia
Road, Gibsonia, Pennsylvania 15044, Attention: Investor Relations. The final
prospectus/proxy statement will be mailed to shareholders of North
communication shall not constitute an offer to sell or the solicitation of
offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
Company and North Pittsburgh, and certain of their respective directors,
executive officers and other members of management and employees are
participants in the solicitation of proxies in connection with the proposed
transactions. Information about the directors and executive officers of the
Company is set forth in the proxy statement for the Company’s 2007 annual
meeting of shareholders. Information about the directors and executive officers
of North Pittsburgh is set forth in the company’s Annual Report on Form 10-K for
the year ended December 31, 2006, as amended. Investors may obtain additional
information regarding the interests of such participants in the proposed
transactions by reading the prospectus/proxy statement for such proposed
transactions when it becomes available.