- Reiterates Highly Attractive, Certain Value Delivered through
an All-Cash Transaction with Verizon
- Disagrees with ISS’ and Glass Lewis’ Recommendation to Abstain
from Voting on the Transaction
- Reaffirms Recommendation that Stockholders Vote “FOR” the
Proposed Transaction with Verizon on November 13
Frontier Communications Parent, Inc. (NASDAQ: FYBR) (“Frontier”)
today issued the following statement in response to reports
published by ISS on November 1 and Glass Lewis on November 6
regarding its proposed transaction with Verizon:
Frontier disagrees with ISS’ and Glass Lewis’ recommendation to
“Abstain” from voting on the transaction.
Frontier’s Board of Directors believes that Verizon’s all-cash
offer of $38.50 per share is highly attractive and creates
significant, certain value for stockholders, reflecting a 37%
premium to Frontier’s pre-announcement price and an even more
significant premium to all other measures of Frontier’s historical
stock performance. This outcome was the result of an exhaustive and
competitive process that drove a 17% to 28% improvement in value
from Verizon’s initial bid range, a significant premium to the only
other bidder, and a 60% premium to Frontier’s share price on
February 2, 2024, the last trading day prior to the Frontier’s
Board and management team’s announcement of a formal and
comprehensive review process of all opportunities to unlock
shareholder value.
Following this process, the Strategic Review Committee and Board
unanimously and unequivocally believe the Verizon transaction is in
the best interest of stockholders. The proposed transaction
presents superior value over all other potential paths, including
Frontier’s standalone plan, offers value certainty at a significant
premium and insulates stockholders from potential downside.
Since the announcement of the transaction, Frontier has been in
close communication with Verizon and has received every indication
that there will be no change to the merger consideration.
An abstention from voting is effectively a vote against the
deal. If the transaction is voted down by Frontier stockholders at
the special meeting, the merger agreement may be terminated
immediately by either Verizon or Frontier without penalty. If
Frontier stockholders decline to approve the proposed transaction
on November 13, Frontier will return its full attention to its
standalone plan.
The Board continues to recommend that stockholders vote “FOR”
the proposed transaction at Frontier’s special meeting on November
13, 2024.
For additional information, please reference our stockholder
presentation here.
Your vote is important.
About Frontier
Frontier (NASDAQ: FYBR) is the largest pure-play fiber provider
in the U.S. Driven by our purpose, Building Gigabit America®, we
deliver blazing-fast broadband connectivity that unlocks the
potential of millions of consumers and businesses. For more
information, visit www.frontier.com.
Important Additional Information and
Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Frontier by Verizon
Communications Inc. In connection with the proposed transaction, on
October 7, 2024, Frontier filed a definitive proxy statement with
the SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
FRONTIER’S PROXY STATEMENT (IF AND WHEN AVAILABLE), BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and stockholders are or will be able to
obtain the documents (if and when available) free of charge either
from the SEC’s website at www.sec.gov
or from Frontier’s Investor Relations webpage at
https://investor.frontier.com or by contacting Frontier’s Investor
Relations by e-mail at ir@ftr.com.
Forward-Looking
Statements
This communication contains “forward-looking statements”
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements address
our expectations or beliefs concerning future events, including,
without limitation, statements that relate to the proposed
transaction. These statements are made on the basis of management’s
views and assumptions, as of the time the statements are made,
regarding future events and performance and contain words such as
“expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,”
“may,” “will,” “would,” or “target.” Forward-looking statements by
their nature address matters that are, to different degrees,
uncertain.
A wide range of factors could materially affect future
developments and performance, including but not limited to: (i) the
risk that the proposed transaction may not be completed in a timely
manner or at all; (ii) the failure to receive, on a timely basis or
otherwise, the required approval of the proposed transaction by
Frontier’s stockholders; (iii) the possibility that any or all of
the various conditions to the consummation of the proposed
transaction may not be satisfied or waived, including the failure
to receive any required regulatory approvals from any applicable
governmental entities (or any conditions, limitations or
restrictions placed on such approvals); (iv) the possibility that
competing offers or acquisition proposals for Frontier will be
made; (v) the occurrence of any event, change or other circumstance
that could give rise to the termination of the definitive
transaction agreement relating to the proposed transaction,
including in circumstances which would require Frontier to pay a
termination fee; (vi) the effect of the announcement or pendency of
the proposed transaction on Frontier’s ability to attract, motivate
or retain key executives and employees, its ability to maintain
relationships with its customers, suppliers and other business
counterparties, or its operating results and business generally;
(vii) risks related to the proposed transaction diverting
management’s attention from Frontier’s ongoing business operations;
(viii) the amount of costs, fees and expenses related to the
proposed transaction; (ix) the risk that Frontier’s stock price may
decline significantly if the merger is not consummated; (x) the
risk of shareholder litigation in connection with the proposed
transaction, including resulting expense or delay; and (xi) (A) the
risk factors described in Part I, Item 1A of Risk Factors in
Frontier’s most recent Annual Report on Form 10-K for the year
ended December 31, 2023 and (B) the other risk factors identified
from time to time in Frontier’s other filings with the SEC. Filings
with the SEC are available on the SEC’s website at http://www.sec.gov.
This list of factors that may affect actual results and the
accuracy of forward-looking statements is illustrative and is not
intended to be exhaustive. These risks and uncertainties may cause
actual future results to be materially different than those
expressed in such forward-looking statements. The Company does not
intend, nor does it undertake any duty, to update any
forward-looking statements.
Participants in the
Solicitation
Frontier and Frontier’s directors, executive officers and other
members of management and employees, under SEC rules, may be deemed
to be participants in the solicitation of proxies from the
stockholders of Frontier in connection with the proposed
transactions. Information about Frontier’s directors and executive
officers is set forth in the Frontier Proxy Statement on Schedule
14A for its 2024 Annual Meeting of Shareholders, which was filed
with the SEC on April 3, 2024. To the extent holdings of Frontier’s
securities by its directors or executives officers have changed
since the amounts set forth in such 2024 proxy statement, such
changes have been or will be reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership
on Form 4 filed with the SEC, including the Form 4s filed by: John
Harrobin on May 7, 2024; William McGloin on May 7, 2024 and June
21, 2024; Scott C. Beasley on May 7, 2024; Mark D. Nielsen on May
7, 2024; John G. Stratton on May 7, 2024; Veronica Bloodworth on
May 7, 2024; Alan Gardner on May 7, 2024; Maryann Turcke on May 30,
2024; Kevin L. Beebe on May 30, 2024; George Haywood Young III on
May 30, 2024; Pamela L. Coe on May 30, 2024; Lisa Chang on May 30,
2024; Stephen Charles Pusey on May 30, 2024; Pratabkumar Vemana on
May 30, 2024; and Margaret Mary Smyth on May 30, 2024. Additional
information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, is included in Frontier’s definitive proxy statement
relating to the proposed transactions, which was filed with the SEC
on October 7, 2024. These documents (when available) may be
obtained free of charge from the SEC’s website at www.sec.gov or Frontier’s website at
https://investor.frontier.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241107221360/en/
Investor Spencer Kurn SVP, Investor Relations +1
401-225-0475 spencer.kurn@ftr.com
Media Chrissy Murray VP, Corporate Communications +1
504-952-4225 chrissy.murray@ftr.com
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