Item 8.01. Other Events.
As previously disclosed,
Consummation of the Merger is conditioned upon, among other items, the
expiration or termination of the waiting period applicable to the Merger under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Waiting Period"). The HSR Waiting Period expired on
The expiration of the HSR Waiting Period satisfies one of the conditions to the closing of the Merger. Consummation of the Merger remains subject to the other closing conditions set forth in the Merger Agreement. The Company continues to expect to complete the Merger in the second half of 2021 assuming all regulatory approvals that are required for the completion of the Merger have been obtained. However, there is no guarantee when any such approvals will be obtained or that they will be obtained at all.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in connection with
the proposed acquisition of the Company by an entity held by ATN International,
Inc. ("ATN") and Freedom 3
Alaska Communications Forward-Looking Statements
This communication contains 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. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and these include statements using the words such as will and expected, and similar statements. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations of the Company. Risks and uncertainties include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the Company's business and the price of its common stock, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the stockholders of the Company, and the receipt of certain governmental and regulatory approvals, (iii) the failure of Parent and Merger Sub to obtain the necessary financing pursuant to the arrangements set forth in the commitment letters delivered pursuant to the Merger Agreement or otherwise, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (v) the effect of the
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announcement or pendency of the transaction on the Company's business
relationships, operating results, and business generally, (vi) risks that the
proposed transaction disrupts the Company's current plans and operations and
potential difficulties in the Company's employee retention as a result of the
transaction, (vii) the outcome of any legal proceedings that may be instituted
against the Company or Parent or Merger Sub related to the Merger Agreement or
the transaction contemplated thereby. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties that affect the businesses of the Company described in
the "Risk Factors" section of the Company's Annual Report on Form 10-K for the
year ended
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