| [April 18, 2012] |
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WOW! to Acquire Knology for $19.75 Per Share in Cash
ENGLEWOOD, Colo. & WEST POINT, Ga. --(Business Wire)--
WOW! Internet, Cable & Phone (News - Alert) (WOW!), a competitive provider of
residential and commercial high-speed Internet, cable television and
telephone services which is controlled by Avista Capital Partners, and
Knology (News - Alert), Inc. (Knology) (Nasdaq: KNOL), today jointly announced a
definitive merger agreement under which a subsidiary of WOW! will
acquire Knology in an all-cash transaction. Knology is a leading
provider of interactive communications and entertainment services in ten
markets in the southeastern United States and three markets in the
midwestern United States.
Under the terms of the agreement, WOW! will acquire all of the
outstanding shares of Knology for $19.75 per share in cash, representing
a premium of approximately 34% over Knology's average closing share
price during the 3-month period prior to media reports on Knology's
sales process. The total transaction value is approximately $1.5
billion. The Board of Directors of Knology, acting on the unanimous
recommendation of a Transaction Committee of the Board, unanimously
approved the transaction, which is expected to close after receipt of
approval by Knology's stockholders and satisfaction of customary closing
conditions and regulatory approvals. The transaction is not subject to
any financing conditions.
"Our two companies have much in common. We share similar beliefs in how
employees and customers should be treated, and we both know how to
succeed in competitive environments. WOW! and Knology are a natural fit;
together, our people, network and operating infrastructure will combine
to provide a strong platform for continued growth," said Colleen
Abdoulah, WOW! Chief Executive Officer and Chairwoman of the Board.
"Since its founding in 1995, Knology has been a leader in the
communities we serve," said Knology Chief Executive Officer and Chairman
of the Board, Rodger Johnson. "We are proud of our team's
accomplishments over the years, from our company-wide focus on serving
our residential and commercial customers to the creation of significant
shareholder value. We look forward to working with WOW! to build an even
stronger business."
"We've always thought highly of Knology's operations and innovative
thinking, and we believe that our systems are highly complementary. We
are very excited about this opportunity to invest in and expand our
geographic reach, and we look forward to welcoming Knology's employees
and customers into the WOW! family," said WOW! President and Chief
Financial Officer Steven Cochran.
WOW! operates in Michigan, Illinois, Ohio and Indiana, while Knology
serves the southeastern and midwestern United States. The combined
entity will have over 800,000 customers, and its products and services
will be available to more than 2.8 million households in 13 states.
In connection with the transaction, Credit Suisse and BofA Merrill Lynch
acted as the financial advisors to the Transaction Committee of
Knology's Board of Directors and Hogan Lovells US LLP acted as its legal
advisor. Alston & Bird LLP acted as legal advisor to Knology. Morgan
Stanley acted as sole financial advisor and Kirkland & Ellis LLP acted
as legal advisor to WOW!. Credit Suisse, Morgan Stanley, RBC Capital
Markets, SunTrust Robinson Humphrey and Bank of Tokyo-Mitsubishi (News - Alert) UFJ
have provided fully committed debt financing in connection with the
transaction.
About Knology, Inc.
Knology, Inc., headquartered in West Point, Georgia, is a leading
provider of interactive communications and entertainment services in the
Southeast, upper Midwest and Kansas regions. Knology serves both
residential and business customers with one of the most technologically
advanced broadband networks in the country. Innovative offerings include
over 200 channels of digital cable TV, local and long distance digital
telephone service with the latest enhanced voice messaging features, and
high-speed Internet access, which enables consumers to quickly download
video, audio and graphic files using a cable modem. Knology's
fiber-based busines products include iPlex, which delivers Ethernet
connections to an IP-PBX (News - Alert) using Session Initiated Protocol (SIP)
technology, Passive Optical Network (PON), which supplies IP
architecture with segmented voice and data bandwidth, and Managed
Integrated Network Solutions (News - Alert) (MATRIX), an integrated IP-based technology
which converges data and voice. For more information, please visit www.knology.com.
About WOW! Internet, Cable & Phone
WOW! is a competitive provider of residential and commercial High-Speed
Internet, cable television and telephone services. WOW! Cable features a
range of services from Basic Cable to advanced services such as Ultra
TV, an innovative whole-home gateway solution that combines television
and PC entertainment. WOW! Internet provides customers with a choice of
High-Speed connections from 2 Mbps all the way to 50Mbps. WOW! Phone
offers the convenience of unlimited local and local toll calling, as
well as packages that include unlimited nationwide long distance in the
United States. Customers can bundle any two or all three services
together at a great value, while benefiting from the convenience of
dealing with just one company for all their entertainment and
telecommunications needs.
About Avista Capital Partners
Avista Capital Partners is a leading private equity firm with over $4
billion under management and offices in New York, Houston and London.
Founded in 2005, Avista's strategy is to make controlling or influential
minority investments in growth-oriented energy, healthcare,
communications & media, industrials, and consumer businesses. Through
its team of seasoned investment professionals and industry experts,
Avista seeks to partner with exceptional management teams to invest in
and add value to well-positioned businesses. For more information visit www.avistacap.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements relating to the proposed
transaction between Knology and WOW! and the expected timing and
completion of the transaction. Words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend," "will," "should," "may," and
other similar expressions are intended to identify forward-looking
statements. Such forward-looking statements are based upon the current
beliefs and expectations of Knology's management and involve a number of
significant, inherent risks and uncertainties, many of which are
difficult to predict and are generally beyond the control of Knology and
WOW!. Actual results may differ materially from the results anticipated
in these forward-looking statements. There can be no assurance as to the
timing of the closing of the transaction, or whether the transaction
will close at all. The following factors, among others, could cause or
contribute to such material differences: the ability to obtain the
approval of the transaction by Knology's stockholders; the ability to
obtain required regulatory approvals of the transaction or to satisfy
other conditions to the transaction on the terms and expected timeframe
or at all; the outcome of any legal proceedings that may be instituted
related to the merger agreement; the ability to obtain the necessary
financing arrangements set forth in the debt and equity commitment
letters delivered pursuant to the merger agreement; transaction costs;
economic conditions; a material adverse change in the business, assets,
financial condition or results of operations of Knology; and the effects
of disruption from the transaction making it more difficult to maintain
relationships with employees, customers or other business partners.
Additional factors that could cause Knology's results to differ
materially from those described in the forward-looking statements can be
found in the periodic reports filed with the Securities and Exchange
Commission and in the proxy statement Knology intends to file with the
Securities and Exchange Commission and mail to its stockholders with
respect to the proposed transaction, which are or will be available at
the Securities and Exchange Commission's website (http://www.sec.gov)
at no charge. Knology assumes no responsibility to update or revise any
forward-looking statements as a result of new information or future
developments except as expressly required by law.
Additional Information About the Merger and Where to Find It
This communication is being made in respect of the proposed merger
transaction involving Knology and a subsidiary of WOW!. In connection
with the proposed transaction, Knology will file with the Securities and
Exchange Commission a proxy statement and will mail or otherwise
disseminate the proxy statement and a form of proxy to its stockholders
when it becomes available. STOCKHOLDERS AND INVESTORS ARE ENCOURAGED TO
READ THE PROXY STATEMENT (AND OTHER RELEVANT MATERIALS) REGARDING THE
PROPOSED TRANSACTION CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE, AND BEFORE MAKING ANY VOTING DECISION, AS IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION. Stockholders and investors
will be able to obtain a free copy of the proxy statement (when
available), as well as other filings made by Knology regarding Knology,
Inc., WOW! and the proposed transaction, without charge, at the
Securities and Exchange Commission's website (http://www.sec.gov).
These materials also can be obtained, when available, without charge, by
directing a request to Knology at 1241 O.G. Skinner Drive, West Point GA
31833, 877-KNOLOGY or info@knology.com.
Participants in the Merger Solicitation
Knology and its executive officers, directors and other persons may be
deemed to be participants in the solicitation of proxies from Knology's
stockholders with respect to the special meeting of stockholders that
will be held to consider the proposed transaction. Information regarding
the officers and directors of Knology is available in Knology's proxy
statement filed with the Securities and Exchange Commission on March 23,
2011 in connection with Knology's 2011 annual meeting of stockholders
and in its Annual Report on Form 10-K for the year ended December 31,
2011, which was filed with the Securities and Exchange Commission on
March 15, 2012. Additional information about the interests of potential
participants will be contained in the proxy statement (when filed) and
other relevant materials to be filed with the Securities and Exchange
Commission in connection with the proposed transaction. These documents
may be obtained from the Securities and Exchange Commission's website
and from Knology in the manner noted above.
Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50243294&lang=en

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