PAETEC Holding Corp. (NASDAQ GS: PAET) (“PAETEC”) announced today that
it has notified The NASDAQ Stock Market LLC (“NASDAQ”) of its intent to
delist its common stock from the NASDAQ Global Select Market following
the completion of its merger with Peach Merger Sub, Inc., a wholly-owned
subsidiary of Windstream Corporation (NASDAQ GS: WIN), pursuant to an
Agreement and Plan of Merger, dated as of July 31, 2011, among PAETEC,
Peach Merger Sub, Inc. and Windstream Corporation. The merger will
become effective at 11:59 p.m. today, in accordance with the terms of a
certificate of merger filed today with the Secretary of State of the
State of Delaware as part of the closing process. PAETEC has requested
today that NASDAQ file with the U.S. Securities and Exchange Commission
a Form 25 relating to the delisting of PAETEC’s common stock from the
NASDAQ Global Select Market. Trading of PAETEC’s common stock on the
NASDAQ Global Select Market will be suspended effective immediately.
As previously announced, the merger transaction was approved by PAETEC
stockholders at a special meeting of stockholders held on October 27,
2011. Upon completion of the merger, PAETEC stockholders will receive
0.460 shares of Windstream common stock for each share of PAETEC common
stock they own as of the effective time of the merger.
About PAETEC
PAETEC (NASDAQ GS: PAET) is personalizing communications and energy
solutions in 86 of the top 100 metropolitan areas across the United
States. We offer a comprehensive suite of network services (voice,
data
and fiber
solutions), as well as managed
services, cloud
and data center services, software
and technology, and energy
services. For more information, visit www.paetec.com.
Forward-Looking Statements
Except for statements that present historical facts, this release
contains “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. In some cases, you can identify these statements by such
forward-looking words as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and
“would,” or similar expressions. These statements represent PAETEC’s
judgment only as of the date of this press release. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause PAETEC’s actual operating results, financial
position, levels of activity or performance to be materially different
from those expressed or implied by such forward-looking statements. Some
of the risks, uncertainties and factors are discussed under the caption
“Risk Factors” in PAETEC’s 2010 Annual Report on Form 10-K and in
PAETEC’s subsequently filed SEC reports. They include, but are not
limited to, the following risks, uncertainties and other factors: the
risks and uncertainties associated with PAETEC’s proposed merger with
Windstream; adverse effects to PAETEC’s business resulting from business
uncertainties and contractual restrictions while PAETEC’s proposed
merger with Windstream is pending; general economic conditions and
trends; the continued availability of necessary network elements at
acceptable cost from competitors; changes in regulation and the
regulatory environment; industry consolidation; PAETEC’s ability to
manage its business effectively; competition in the markets in which
PAETEC operates; failure to adapt product and service offerings to
changes in customer preferences and in technology; PAETEC’s ability to
integrate the operations of acquired businesses; PAETEC’s ability to
implement its acquisition strategy; any significant impairment of
PAETEC’s goodwill; future sales of PAETEC’s common stock in the public
market and PAETEC’s ability to raise capital in the future; PAETEC’s
significant level of debt and interest payment obligations and
compliance with covenants under PAETEC’s debt agreements; PAETEC’s
ability to attract and retain qualified personnel and sales agents;
PAETEC’s failure to obtain and maintain network permits and
rights-of-way; PAETEC’s involvement in disputes and legal proceedings;
PAETEC’s ability to maintain and enhance its back office systems; and
effects of network failures, system breaches, natural catastrophes and
other service interruptions. PAETEC disclaims any obligation to update
any forward-looking statements, whether as a result of new information,
future events or otherwise.

Source(s) : PAETEC Holding Corp.