FAIRPORT, N.Y.--(BUSINESS WIRE)--PAETEC Holding Corp. (NASDAQ GS: PAET) (“PAETEC”) announced today that it has notified The NASDAQ Stock Market LLC (“NASDAQ”) of its intent to delist its common stock from the NASDAQ Global Select Market following the completion of its merger with Peach Merger Sub, Inc., a wholly-owned subsidiary of Windstream Corporation (NASDAQ GS: WIN), pursuant to an Agreement and Plan of Merger, dated as of July 31, 2011, among PAETEC, Peach Merger Sub, Inc. and Windstream Corporation. The merger will become effective at 11:59 p.m. today, in accordance with the terms of a certificate of merger filed today with the Secretary of State of the State of Delaware as part of the closing process. PAETEC has requested today that NASDAQ file with the U.S. Securities and Exchange Commission a Form 25 relating to the delisting of PAETEC’s common stock from the NASDAQ Global Select Market. Trading of PAETEC’s common stock on the NASDAQ Global Select Market will be suspended effective immediately.
As previously announced, the merger transaction was approved by PAETEC stockholders at a special meeting of stockholders held on October 27, 2011. Upon completion of the merger, PAETEC stockholders will receive 0.460 shares of Windstream common stock for each share of PAETEC common stock they own as of the effective time of the merger.
About PAETEC
PAETEC (NASDAQ GS: PAET) is personalizing communications and energy solutions in 86 of the top 100 metropolitan areas across the United States. We offer a comprehensive suite of network services (voice, data and fiber solutions), as well as managed services, cloud and data center services, software and technology, and energy services. For more information, visit www.paetec.com.
Forward-Looking Statements
Except for statements that present historical facts, this release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In some cases, you can identify these statements by such forward-looking words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would,” or similar expressions. These statements represent PAETEC’s judgment only as of the date of this press release. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause PAETEC’s actual operating results, financial position, levels of activity or performance to be materially different from those expressed or implied by such forward-looking statements. Some of the risks, uncertainties and factors are discussed under the caption “Risk Factors” in PAETEC’s 2010 Annual Report on Form 10-K and in PAETEC’s subsequently filed SEC reports. They include, but are not limited to, the following risks, uncertainties and other factors: the risks and uncertainties associated with PAETEC’s proposed merger with Windstream; adverse effects to PAETEC’s business resulting from business uncertainties and contractual restrictions while PAETEC’s proposed merger with Windstream is pending; general economic conditions and trends; the continued availability of necessary network elements at acceptable cost from competitors; changes in regulation and the regulatory environment; industry consolidation; PAETEC’s ability to manage its business effectively; competition in the markets in which PAETEC operates; failure to adapt product and service offerings to changes in customer preferences and in technology; PAETEC’s ability to integrate the operations of acquired businesses; PAETEC’s ability to implement its acquisition strategy; any significant impairment of PAETEC’s goodwill; future sales of PAETEC’s common stock in the public market and PAETEC’s ability to raise capital in the future; PAETEC’s significant level of debt and interest payment obligations and compliance with covenants under PAETEC’s debt agreements; PAETEC’s ability to attract and retain qualified personnel and sales agents; PAETEC’s failure to obtain and maintain network permits and rights-of-way; PAETEC’s involvement in disputes and legal proceedings; PAETEC’s ability to maintain and enhance its back office systems; and effects of network failures, system breaches, natural catastrophes and other service interruptions. PAETEC disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.