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8-K - FORM 8-K - MEDIACOM COMMUNICATIONS CORP | y90199e8vk.htm |
EX-3.1 - EX-3.1 - MEDIACOM COMMUNICATIONS CORP | y90199exv3w1.htm |
EX-3.2 - EX-3.2 - MEDIACOM COMMUNICATIONS CORP | y90199exv3w2.htm |
Exhibit 99.1
For Immediate Release
Mediacom Communications and Rocco B. Commisso
Complete Going-Private Transaction
Complete Going-Private Transaction
Middletown, New York March 4, 2011 MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq: MCCC)
today announced the successful completion of its previously announced merger transaction with Rocco
B. Commisso, the founder, Chairman and Chief Executive Officer of Mediacom. As a result of the
merger, Mediacom is a private company wholly-owned by Mr. Commisso.
At a special meeting of stockholders held earlier in the day, holders of approximately 97% of the
aggregate voting power of the outstanding shares of Mediacoms Class A common stock and Class B
common stock, voting together as a single class, voted to adopt the merger agreement.
In addition, the merger agreement contained a majority of the minority voting condition, which
required approval by the affirmative vote of holders of at least a majority of the outstanding
shares of Mediacoms Class A common stock, exclusive of shares held by Mr. Commisso, his affiliates
and immediate family members, and the executive officers and directors of Mediacom (Public
Shares). The majority of the minority voting condition was satisfied, with approximately 97% of
the Public Shares voted at the special meeting voting in favor of the adoption of the merger
agreement.
In remarks following the completion of the merger, Mr. Commisso stated, I was gratified to see our
public stockholders overwhelmingly approve the going-private transaction at todays meeting. Our
management team and fellow employees can now focus full time on delivering the best experience to
our customers. I am excited for the Company and our employees as we enter a new chapter in our
history.
I wish to extend my heartfelt gratitude to the members of our Board of Directors, most of whom
served the Company since our initial public offering in 2000. Throughout the years, they made
tremendous contributions, provided sound wisdom and advice to our management team, and at all times
upheld the interests of public stockholders. I wish them well in their future endeavors, concluded
Mr. Commisso.
As a result of the merger, all outstanding shares of Mediacoms Class A common stock and Class B
common stock, other than those held by Mr. Commisso and his affiliates or as to which appraisal
rights are perfected, were converted into the right to receive $8.75 per share in cash, without
interest. BNY Mellon, as paying agent for the merger, will mail to Mediacom stockholders materials
to advise them of their rights and facilitate receipt of payment for their Mediacom shares. Shares
of Mediacoms Class A common stock will be suspended from trading on the Nasdaq Global Select
Market prior to market opening on Monday, March 7, 2011.
Mr. Commisso received financial advice from J.P. Morgan Securities LLC and BofA Merrill Lynch and
legal advice from Baker Botts LLP.
The Special Committee of Mediacoms Board of Directors received financial advice from Barclays
Capital Inc. and legal advice from Simpson Thacher & Bartlett LLP. In addition, Mediacom received
legal advice from SNR Denton US LLP.
About Mediacom
Mediacom Communications is the nations eighth largest cable television company and one of the
leading cable operators focused on serving the smaller cities in the United States, with a
significant concentration in the Midwestern and Southeastern regions. Mediacom Communications
offers a wide array of broadband products and services, including traditional and advanced video
services such as digital television, video-on-demand, digital video recorders, high-definition
television, as well as high-speed Internet access and phone service. For more information about
Mediacom Communications, please visit www.mediacomcc.com.
Contacts: |
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Investor Relations
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Media Relations | |
Calvin G. Craib
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Thomas J. Larsen |
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Senior Vice President,
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Group Vice President, |
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Corporate Finance
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Legal and Public Affairs |
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(845) 695-2675
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(845) 695-2754 |
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