Hector Communications Corporation Shareholders Approve Acquisition by Hector Acquisition Corp.
11 October 2006 - 8:39AM
PR Newswire (US)
HECTOR, Minn., Oct. 10 /PRNewswire-FirstCall/ -- Hector
Communications Corporation (AMEX:HCT) today announced that its
shareholders approved the previously reported Merger Agreement with
Hector Acquisition Corp. (HAC), a corporation owned by Blue Earth
Valley Communications, Inc., Arvig Enterprises, Inc. and New Ulm
Telecom, Inc. (OTC:NULM) (BULLETIN BOARD: NULM) , three independent
local exchange carriers operating in Minnesota. Under the terms of
the Merger Agreement, after all conditions to completing the merger
have been satisfied or waived and the merger is completed,
shareholders of Hector Communications Corporation (the "Company")
will be entitled to receive $36.40 for each share of Company common
stock they hold. The Company also reported that one of the other
significant conditions to completing the merger was satisfied on
October 4, 2006 when Alltel Corporation completed its acquisition
of Midwest Wireless Holdings LLC. Pursuant to this transaction, the
Company received cash proceeds of approximately $60,100,000 for its
ownership stake in Midwest Wireless. Other conditions to completing
the merger, including approvals from state and federal
telecommunications regulatory authorities, as well as HAC's
completion of debt financing arrangements for the acquisition from
its lender CoBank, ACB continue to be addressed. Based on
information currently available to the Company, and subject to the
satisfaction of all conditions to the merger, it is presently
anticipated that HAC's acquisition of the Company will be completed
in approximately 20 to 45 days. The shareholders meeting at which
the Merger Agreement was approved was held on Tuesday morning
August 10, 2006. Of the 4,046,585 shares eligible to vote,
3,077,378 shares were voted in favor of the merger, which
represented 76.05% of all outstanding shares and 99.42% of all
shares present in person or by proxy at the meeting. In addition,
at the shareholders meeting, 16,919 shares were voted against the
merger and 911 shares abstained. Hector Communications Corporation
is a telecommunications holding company which through its
subsidiaries provides telecommunications services in rural
communities in Minnesota, Wisconsin and North Dakota. At September
30, 2006, the Company served approximately 29,400 telephone access
lines, 8,000 cable television subscribers and 11,300 Internet
customers, as well as having minority ownership interests in many
other telecommunications companies. This release contains
forward-looking statements, including statements regarding
anticipated timing of completing the proposed merger transaction.
Such statements reflect management's best judgment as of this date,
but they involve risks and uncertainties that could cause the
transaction to be postponed or abandoned. Factors that could cause
such postponement or abandonment include, without limitation, (1)
the possibility that regulatory approvals or cable TV franchise
transfer approvals may be delayed or denied, or that burdensome
conditions may be imposed in connection with such approvals; (2)
lower than expected revenues or operating income that would allow
Hector Acquisition Corp. to terminate the merger agreement; (3)
failure of Hector Acquisition Corp. to meet conditions related to
obtaining debt financing from its anticipated source, CoBank, ACB,
and its inability to obtain alternative financing for the
transaction; (4) the possibility of adverse changes in global,
national or local economic or monetary conditions, (5) competition
and change in the telecommunications business, and (6) other
factors described in our recent filings with the Securities and
Exchange Commission. Readers should carefully consider those risks
and uncertainties in reading this release. Except as otherwise
required by law, Hector Communications Corporation disclaims any
obligation to update any forward- looking statements included
herein to reflect future events or developments. DATASOURCE: Hector
Communications Corporation CONTACT: Curtis A. Sampson, Chairman, or
Steven H. Sjogren, President, or Paul N. Hanson, Vice President and
Treasurer, all of Hector Communications Corporation,
+1-320-848-6611
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