Frontier Communications Comments on ISS and Glass Lewis Recommendations
- 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
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Reaffirms Recommendation that Stockholders Vote “FOR” the Proposed Transaction with Verizon on
November 13
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
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
The Board continues to recommend that stockholders vote “FOR” the proposed transaction at Frontier’s special meeting on
For additional information, please reference our stockholder presentation here.
Your vote is important.
About Frontier
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
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
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
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Investor
SVP, Investor Relations
+1 401-225-0475
spencer.kurn@ftr.com
Media
VP, Corporate Communications
+1 504-952-4225
chrissy.murray@ftr.com
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