High Point, NC – February 12, 2020 – North State Telecommunications Corporation (NorthState), a fiber optic network, cloud and IT services and cybersecurity provider, today announced that holders of NorthState’s Class A common stock overwhelmingly approved the proposed merger of NorthState with a subsidiary of Segra at a special meeting of NorthState shareholders held earlier today. Segra is one of the largest independent fiber bandwidth companies in the eastern U.S.
The voting results indicate that 99.1% of votes cast were in favor of the merger agreement, representing 88.0% of NorthState’s outstanding voting shares.
As previously announced on December 9, 2019, Segra will pay $80.00 in cash per share for both Class A and Class B of NorthState’s common stock, which, inclusive of indebtedness, represents an enterprise value of approximately $240 million.
Royster Tucker III, president and chief executive officer of NorthState, said, “We are very pleased with our shareholders’ enthusiastic approval of the merger and our progress towards beginning an exciting new chapter for NorthState as part of Segra.”
The transaction is anticipated to close in the second or third quarter of 2020 and is subject to customary regulatory approvals and other closing conditions.
Additional Information about the Proposed Transaction
In connection with the proposed merger, NorthState mailed a definitive proxy statement to its shareholders. The definitive proxy statement contains important information about the proposed merger and related matters. Investors and security holders may obtain a free copy of the proxy statement mailed to NorthState’s shareholders by contacting NorthState investor relations at email@example.com and by viewing the proxy statement on NorthState’s website at www.northstate.net/investor-relations/.
NorthState is a technology company focused on inspiring the Internet-driven lifestyle through high-touch experiences. Its fiber-delivered, ultrafast Internet and Internet-driven applications enable residential customers and businesses to efficiently and securely take advantage of the Internet. Through its Technology Solutions business unit, NorthState provides data center colocation, customized cloud and IT solutions, managed disaster recovery services, cybersecurity, managed security and unified communications. For more information, visit northstate.net.
Segra is one of the largest independent fiber bandwidth companies in the eastern U.S. It owns and operates an advanced fiber infrastructure network of more than 23,000 miles that connects more than 9,000 on-net locations and six data centers throughout nine Mid-Atlantic and Southeastern states. Segra provides Ethernet, MPLS, dark fiber, advanced data center services, IP and managed services, voice and cloud solutions, all backed by its industry-leading service and reliability. Customers include carriers, enterprises, governments, and healthcare organizations. In addition, Segra delivers high-speed, fiber-based integrated telecommunications services to residential and business customers in rural Virginia under the Lumos Networks brand name. For more information about Segra’s technology and commitment to customer care, visit segra.com.
Special Note from NorthState Regarding Forward-Looking Statements
Any statements contained in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Such forward-looking statements reflect, among other things, our current expectations about the transaction and its timing, all of which are subject to known and unknown risks, uncertainties and factors that may cause actual results to differ materially from those expressed or implied by these forward-looking statements. Many of these risks are beyond our ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. We do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include: the risks associated with satisfying the conditions to the closing of the merger with Segra, including obtaining the requisite regulatory and governmental approvals and satisfying other closing conditions; the risk that required governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could cause the parties to abandon the transaction; the time required to consummate the proposed transaction; any disruption from the proposed transaction making it more difficult to maintain relationships with our customers, employees or suppliers; the diversion of management time on transaction-related issues; unexpected costs, liabilities or delays arising from the transaction; the outcome of any legal proceedings related to the transaction; the failure by Segra to obtain the necessary financing arrangement set forth in the debt commitment letters received in connection with the transaction; and other unforeseen difficulties that may occur. These risks and uncertainties are not intended to represent a complete list of all risks and uncertainties inherent in our business.
For NorthState: Harriet Fried, LHA, 212.838.3777 firstname.lastname@example.org