Benzinga | Dec 22, 2020 06:26AM EST

Alaska Communications Announces Amendment Of Amended & Restated Merger Agreement With Macquarie Capital And GCM Grosvenor To Increase Consideration To $3.26Share

- Total Enterprise value of approximately $325 million including net debt

- Amended Merger Agreement unanimously approved by Board of Directors

Alaska Communications Systems Group, Inc.- Total Enterprise value of approximately $325 million including net debt

- Amended Merger Agreement unanimously approved by Board of Directors

Alaska Communications Systems Group, Inc. (NASDAQ:ALSK) ("Alaska Communications" or the "Company"), together with Macquarie Capital ("Macquarie Capital") and GCM Grosvenor (NASDAQ:GCMG), through its Labor Impact Fund, L.P. ("GCM"), today announced that on December 21, 2020, they agreed to an amendment of their previously announced definitive amended and restated agreement and plan of merger to increase the per-share consideration payable to Alaska Communications' stockholders to $3.26 per share in cash from $3.20 per share in cash (as amended, the "Amended Merger Agreement"). The transaction is now valued at approximately $325 million, including net debt.

The revised per-share consideration represents a premium of approximately 71% over Alaska Communications' closing per share price of $1.91 on November 2, 2020, the last trading day prior to the date the original merger agreement was executed, and a premium of approximately 63% over the 30-day volume-weighted average price as of November 2, 2020.

The voting agreement pursuant to which TAR Holdings, LLC, a stockholder of the Company, has agreed, among other things, to vote its shares of Alaska Communications common stock in favor of the merger, remains in effect with respect to the Amended Merger Agreement. The increased offer from Macquarie Capital and GCM and the amendment to the amended and restated merger agreement followed Alaska Communications' receipt of a "Superior Proposal" (as defined in the amended and restated merger agreement) from an unaffiliated third party.

The transaction is subject to the approval of Alaska Communications' stockholders, regulatory approvals and other customary closing conditions. The increase in the consideration paid to Alaska Communication's shareholders will be funded by an increase in the fully committed equity financing and is not subject to any condition with regard to financing. Equity financing will be provided by Macquarie Capital and GCM. Under the terms of the Amended Merger Agreement, if the Amended Merger Agreement is terminated in connection with a superior proposal, Alaska Communications would be obligated to pay to Macquarie Capital and GCM a termination fee of $6.8 million.

Alaska Communications' Board of Directors determined that the revised transaction with Macquarie Capital and GCM is in the best interests of Alaska Communications and its stockholders, and has unanimously approved the Amended Merger Agreement with Macquarie Capital and GCM and recommends that Alaska Communications' stockholders approve the proposed merger and Amended Merger Agreement. Alaska Communications expects to hold a Special Meeting of Stockholders to consider and vote on the proposed merger and Amended Merger Agreement as soon as practicable after the mailing of the proxy statement to its stockholders.