TCGI to aquire ACCC....|
ROCHESTER, N.Y., Nov. 26 /PRNewswire/ -- ACC Corp. (Nasdaq:
ACCC) announced it has reached a definitive agreement to be
acquired by Teleport Communications Group Inc. (Nasdaq: TCGI),
the largest Competitive Local Exchange Carrier (CLEC) in the
United States, in a stock-for-stock merger.
Under the agreement, ACC's shareholders will receive $50 in
value of TCG Class A Common Stock for each share of ACC stock,
based upon the average closing price of TCG stock for a ten
trading day period preceding the date of the merger. The total
value of the transaction would be approximately $1 billion.
However, if TCG's average closing price during the ten day
trading period prior to closing is below $45 or above $55, the
exchange ratios will be fixed at 1.11111 shares of TCG stock or
0.90909 shares of TCG stock, respectively.
It is anticipated that the merger will be treated as a
tax-free exchange. The merger is subject to the approval of the
holders of a majority of the outstanding shares of ACC and to
other customary conditions, including various regulatory
consents in the United States and certain foreign
jurisdictions. It is expected that the merger will be
consummated by mid-1998.
ACC's Board of Directors has agreed to recommend the merger
to its shareholders and has agreed not to solicit or take other
actions with respect to any competing proposal, subject to
compliance with fiduciary duties. ACC has also agreed to pay
TCG a break-up fee of $32.5 million plus up to $7.5 million for
expenses if the merger agreement is terminated under certain
ACC's Board of Directors also has amended the company's
shareowner rights plan, to exempt TCG from the 7.5% threshold
by which the rights become exercisable. The amendment will
remain in effect until December 31, 1998.
"This combination will support TCG as a premier full
service telecommunications and information services provider to
leading businesses in the United States and now Canada and
western Europe," said Bob Annunziata, TCG's Chairman, President
and Chief Executive Officer.
"TCG's existing infrastructure, financial strength and
commitment to growth combined with ACC's international assets
and strengths in sales and marketing makes for a very
compelling strategic business combination," said David K.
Laniak, ACC's Chairman and Chief Executive Officer.
"This acquisition is part of the normal growth program that
has served TCG's customers and investors so well for over a
decade," Annunziata added. Our consistent strategy has been to
expand TCG to markets where two prerequisites exist: strong
customer demand and a welcoming regulatory climate. For the
past ten years, we steadily expanded our US markets in response
to demand from business customers in one market who wanted us
to bring TCG's high quality, reasonably priced services to new
markets. Many of TCG's traditional customers have operations
in Canada, Britain and western Europe and they have been asking
us to bring TCG to these markets as well. With the
liberalization of telecommunications regulation in these
countries, it is now possible for TCG to respond to these
"As with our previous strategic acquisitions," Annunziata
observed, "we only considered buying an international company
which matched TCG in critical areas such as having an
entrepreneurial culture, a commitment to quality services and
strong financial performance."
TCG is the nation's first and largest provider of
competitive local telecommunications services, using both
fiber-optic and broadband wireless facilities to serve
information-intensive businesses in 57 major markets in the
United States. With the completion of initial construction by
TCG in eight new markets, TCG will serve 65 major markets with
an array of advanced voice, data, video and Internet services.
Visit TCG on the World Wide Web at: www.tcg.com.
ACC Corp. is an international telecommunications holding
company headquartered in Rochester, New York. ACC subsidiaries
provide telecommunications services to business, residential,
and student customers in the United States, Canada, the United
Kingdom, and Germany, as well as specialized programs for
colleges, universities, and other carriers. ACC Corp. has
annualized revenue in excess of $380 million.
Today's ACC news release, along with past releases, is
posted on ACC Corp.'s Internet website, at
acccorp.com. It is also available free through PR
Newswire's Company News on Call fax service at 1-800-758-5804,
extension 007207. SOURCE ACC Corp.
/CONTACT: Philip H. Yawman, VP Investor Relations of ACC
/Company News On-Call: prnewswire.com or fax,
800-758-5804, ext. 007207/
/Web site: acccorp.com or tcg.com