Stockholders of Cbeyond, Inc. Approve Merger Agreement
10 July 2014 - 2:45AM
Cbeyond, Inc. (Nasdaq:CBEY), ("Cbeyond"), the technology ally to
small and mid-sized businesses, announced that at Cbeyond's annual
meeting of stockholders held today, stockholders overwhelmingly
approved the merger agreement by and among Birch Communications,
Inc., Cbeyond, and a wholly owned subsidiary of Birch.
Approximately 97.4 percent of the shares voting at today's
annual meeting were voted in favor of the adoption of the merger
agreement, which represented approximately 83.9 percent of
Cbeyond's total outstanding shares of common stock as of June 2,
2014, the record date for the annual meeting. In addition, the
Cbeyond stockholders, with at least a majority of the votes cast in
favor, (i) voted affirmatively for a non-binding, advisory
resolution on certain compensation payable or that may become
payable to Cbeyond's named executive officers in connection with
the merger, (ii) elected both of the Class III nominees for
director, James F. Geiger and Kevin Costello, to hold office until
the effective time of the merger, or, if the merger is not
completed, with a term to expire in 2017; (iii) ratified the
appointment of Ernst & Young LLP as Cbeyond's independent
registered public accounting firm for the fiscal year ending
December 31, 2014; and (iv) voted affirmatively for a non-binding,
advisory resolution on the compensation that was paid to Cbeyond's
named executive officers.
As previously announced on April 21, 2014, Birch and Cbeyond
entered into a definitive agreement under which Birch will acquire
Cbeyond in an all-cash merger transaction valued at approximately
$323 million.
Upon the closing of the merger transaction, Cbeyond will become
a wholly owned subsidiary of Birch, and the Cbeyond stockholders
(other than Cbeyond stockholders that have exercised rights of
appraisal) will be entitled to receive the per share merger
consideration for each share of Cbeyond common stock owned at the
time of the merger transaction's closing. Based on the information
available as of July 9, 2014, Cbeyond believes that the per share
merger consideration in the merger will be $10.00. Cbeyond expects
the merger transaction to close on or around July 18, 2014, subject
to the satisfaction of the closing conditions set forth in the
merger agreement.
About Cbeyond
Cbeyond, Inc. (Nasdaq:CBEY), is the technology ally for small
and mid-sized businesses. We enable our customers to focus on their
core business activities by shifting the burden of IT
infrastructure management to us. We deliver cloud services,
communications and connectivity through award-winning enterprise
data centers and a private, IP enterprise network. Founded in 1999,
Cbeyond is a technology service provider with a long history of
delivering technology and service innovation for small and
mid-sized businesses. Please visit www.cbeyond.com for more
information.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements contained in this filing may be considered
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, including statements
regarding the merger, the range of consideration of the merger and
the ability of the parties to consummate the merger. These
forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or
conditions, and include words such as "believes," "plans,"
"anticipates," "projects," "estimates," "expects," "intends,"
"strategy," "future," "opportunity," "may," "will," "should,"
"could," "potential," or similar expressions. Statements that are
not historical facts are forward-looking statements.
Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and Cbeyond undertakes no obligation to update any of them publicly
in light of new information or future events. Actual results could
differ materially from those contained in any forward-looking
statement as a result of various factors, including, without
limitation: (1) conditions to the closing of the merger may
not be satisfied and required regulatory approvals may not be
obtained; (2) the merger may involve unexpected costs, liabilities
or delays; (3) the business of Cbeyond may suffer as a result of
uncertainty surrounding the merger; (4) the outcome of any legal
proceedings related to the merger; (5) Cbeyond may be adversely
affected by other economic, business, and/or competitive factors;
(6) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; (7)
risks that the merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; and (8) other risks to consummation of the merger,
including the risk that the merger may not be consummated within
the expected time period or at all. If the merger is consummated,
Cbeyond stockholders will cease to have any equity interest in
Cbeyond and will have no right to participate in its earnings and
future growth. Additional factors that may affect the future
results of Cbeyond are set forth in its filings with the SEC,
including its Annual Report on Form 10-K for the year ended
December 31, 2013, which are available on the SEC's website at
www.sec.gov. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
thereof.
CONTACT: Investor Contact:
Cbeyond, Inc.
Rob Clancy
Senior Vice President of Finance
678-486-8023
rob.clancy@cbeyond.com
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