Benzinga | Dec 24, 2020 06:16AM EST

Alaska Communications Announces Co. Has Received An Acquisition Proposal From A Third Party $3.40/Share

Alaska Communications Systems Group, Inc. (NASDAQ:ALSK) ("Alaska Communications" or the "Company") today announced that it has received an acquisition proposal from a third party (the "Superior Proposal Bidder") at $3.40 per share, which the Company's Board of Directors (the "Board") has determined constitutes a "Superior Proposal" (as defined in the previously announced amended and restated agreement and plan of merger, as amended, with affiliates of Macquarie Capital ("Macquarie") and GCM Grosvenor ("GCM"), through its Labor Impact Fund, L.P., (the "Macquarie/GCM Merger Agreement")) (the "Superior Proposal Offer").

Under the terms of the Superior Proposal Offer, the Superior Proposal Bidder would acquire the Company for nominal consideration of $3.40 per share, reflecting a transaction valued at approximately $332 million including net debt.

The Company has notified Macquarie and GCM of the Board's determination that the Superior Proposal Offer is a "Superior Proposal" under the Macquarie/GCM Merger Agreement and, pursuant to the Macquarie/GCM Merger Agreement, Macquarie and GCM have the right to negotiate an amendment of the Macquarie/GCM Merger Agreement for a period of four Business Days beginning December 24 so that the Superior Proposal Offer will no longer be a "Superior Proposal."

Under the Macquarie/GCM Merger Agreement, the Company is required to pay a $6.8 million termination fee to Macquarie and GCM if the Board terminates the Macquarie/GCM Merger Agreement in order to enter into an agreement with the Superior Proposal Bidder.

At this time, the Company remains subject to the Macquarie/GCM Merger Agreement and the Board has not changed its recommendation in support of the existing Macquarie/GCM Merger Agreement, or its recommendation that the Company's stockholders adopt the Macquarie/GCM Merger Agreement. There can be no assurance that a transaction with the Superior Proposal Bidder will be consummated. There can be no assurance that Macquarie and GCM will seek to negotiate with the Company or will make a revised offer.