ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
Merger Agreement
On the terms, and subject to the conditions, of the Merger Agreement, Merger Sub
will merge with and into the Company (the "Merger"), with the Company continuing
as the surviving corporation (the "Surviving Corporation") and a wholly-owned
subsidiary of Parent. As a result of the Merger, each share of the Company's
common stock ("Company Common Stock") issued and outstanding immediately prior
to the effective time of the Merger (the "Effective Time") (other than shares
held by (i) the Company, Parent or Merger Sub and (ii) stockholders of the
Company who have validly exercised and perfected their appraisal rights under
Consummation of the Merger is subject to certain closing conditions, including, without limitation, (i) the approval of the Merger by the Company's stockholders (the "Stockholder Approval"), (ii) the absence of certain legal impediments, (iii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); and (iv) the consents from the Federal Communications Commissions (the "FCC") and certain public utilities commissions and other localities having been obtained (collectively, the "Communications Consents").
Parent and Merger Sub have agreed to a standstill pursuant to the Merger
Agreement, with respect to
Treatment of Company Restricted Stock Units and Performance Share Units
Immediately prior to the Effective Time, each restricted stock unit award issued under the stock plan of the Company that is subject solely to time-based vesting (a "Company RSU Award") and that is outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled as of the Effective Time in exchange for an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Company RSU Award by (ii) the Merger Consideration. Amounts payable with respect to the Company RSU Awards will be paid not later than the next regularly scheduled payroll date that is at least two business days following the closing of the Merger Agreement.
Immediately prior to the Effective Time, each restricted stock unit award issued under the stock plan of the Company that is subject solely to performance-based vesting (the "Company PSU Awards") and that is outstanding immediately prior to the Effective Time will be cancelled as of the Effective Time in exchange for an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Company PSU Award by (ii) the Merger Consideration. The aggregate number of shares of Common Stock subject to any Company PSU Awards will be determined based on the degree of achievement of the performance goals set forth in the applicable award agreement as of the Effective Time or such earlier time as determined by the compensation committee of the Company's Board of Directors (the "Board") and such Company PSU Awards will no longer be subject to any performance-based vesting conditions. Amounts payable with respect to Company PSU Awards that are subject to vesting based on the price of Company Common Stock will be paid not later than the next regularly scheduled payroll date that is at least two business days following the closing of the Merger Agreement, and amounts payable with respect to all other Company PSU Awards will be paid not later than the next regularly scheduled payroll date that is at least two business days following the earliest of (a) the applicable time-based vesting date of the canceled Company PSU Award, (b) the date that is one year following the Effective Time, and (c) the termination of the employment of the former holder of such Company PSU Award without "cause," in any case without interest.
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Immediately prior to the Effective Time, each share of Company Common Stock granted to the directors of the Company that is subject to a deferral election (a "Deferred Stock Award") and that is outstanding immediately prior to the Effective Time will be cancelled as of the Effective Time in exchange for an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Deferred Stock Award by (ii) the Merger Consideration.
Financing
Parent and Merger Sub secured committed financing, consisting of a combination
of (i) equity financing (the "Equity Financing") to be provided by ATN
International, Inc. ("ATN") and Freedom 3
No-Shop Period
From and after the date of the Merger Agreement until the earlier of the Effective Time of the Merger or termination of the Merger Agreement in accordance with its terms, the Company will be subject to customary "no-shop" restrictions described below:
? the Company may not, among other related actions, directly or indirectly (i)
solicit, initiate, facilitate or encourage any Acquisition Proposal or any
inquiries, proposals or offers that constitute, or would reasonably be
expected to lead to, an Acquisition Proposal (as defined in the Merger
Agreement), (ii) engage in, continue or otherwise participate in any
discussions or negotiations with any third parties regarding an Acquisition
Proposal or with respect to any proposals or inquiries from a third party
related to the making of an Acquisition Proposal or furnish any third party
non-public information or provide to any third party access to the business, . . .
Item 1.02 Termination of Material Definitive Agreement.
On
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1 Agreement and Plan of Merger, by and among the Company, Parent and
Merger Sub.*
99.1 Press Release of the Company, dated January 4, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
* The Company has omitted schedules and other similar attachments to such
agreement pursuant to Item 601(b) of Regulation S-K.
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Additional Information and Where to Find It
This communication may be deemed to be solicitation material in connection with
the proposed acquisition of the Company by an entity held by ATN and F3C,
whereby the Company will become a wholly owned subsidiary of an entity held by
ATN and F3C (the "proposed merger"), pursuant to a definitive Agreement and Plan
of Merger (the "Merger Agreement") with Project 8
Participants in the Solicitation
The Company and ATN and certain of their directors and executive officers and
other members of management and employees may be deemed to be "participants" in
the solicitation of proxies from the Company's stockholders in connection with
the proposed merger. Information about the Company's directors and executive
officers and their direct or indirect interests, by security holdings or
otherwise, is set forth in the Company's proxy statement on Schedule 14A for its
2020 annual meeting of stockholders filed with the
Alaska Communications Forward-Looking Statements
This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The reader is cautioned not to rely
on these forward-looking statements. These statements are based on current
expectations of future events and these include statements using the words such
as will and expected, and similar statements. If underlying assumptions prove
inaccurate or known or unknown risks or uncertainties materialize, actual
results could vary materially from the expectations of the Company. Risks and
uncertainties include, but are not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, which may adversely affect
the Company's business and the price of its common stock, (ii) the failure to
satisfy the conditions to the consummation of the transaction, including the
adoption of the Merger Agreement by the stockholders of the Company, and the
receipt of certain governmental and regulatory approvals, (iii) the failure of
Parent and Merger Sub to obtain the necessary financing pursuant to the
arrangements set forth in the commitment letters delivered pursuant to the
Merger Agreement or otherwise, (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement,
(v) the effect of the announcement or pendency of the transaction on the
Company's business relationships, operating results, and business generally,
(vi) risks that the proposed transaction disrupts the Company's current plans
and operations and potential difficulties in the Company's employee retention as
a result of the transaction, (vii) the outcome of any legal proceedings that may
be instituted against the Company or Parent or Merger Sub related to the Merger
Agreement or the transaction contemplated thereby. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the
other risks and uncertainties that affect the businesses of the Company
described in the "Risk Factors" section of the Company's Annual Report on Form
10-K for the year ended
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