MEDIACOM COMMUNICATIONS CORPORATION (NASDAQ: MCCC) announced today that it has entered into a definitive merger agreement with Rocco B. Commisso, the founder, Chairman and Chief Executive Officer of Mediacom, and an entity created by Mr. Commisso. Upon consummation of the merger, all of the outstanding shares of Mediacom common stock not owned by Mr. Commisso will convert into $8.75 per share in cash.
The transaction results from extensive negotiations between Mr. Commisso and a Special Committee of independent directors of Mediacom formed in response to a “going private” proposal made on May 31, 2010 by Mr. Commisso to acquire all publicly held shares of Mediacom common stock for $6.00 per share. The final price of $8.75 per share represents a 46% premium above Mr. Commisso’s original $6.00 offer and a 64% premium above the closing price of $5.33 for Mediacom’s Class A Common Stock on the last trading day prior to the publication of Mr. Commisso’s May 31 proposal.
The merger is conditioned on a “majority of the minority” voting provision, which requires approval by holders of a majority of Mediacom’s outstanding Class A shares not held by Mr. Commisso, his affiliates and immediate family, or Mediacom’s directors and executive officers. The transaction is also subject to other customary closing conditions, the receipt of sufficient funds to pay the merger consideration and transaction costs pursuant to existing credit facilities of subsidiaries of Mediacom, and is expected to be completed in the first half of 2011.
The Board of Directors of Mediacom, acting upon the unanimous recommendation of a Special Committee of independent directors, unanimously approved the merger agreement and has recommended that shareholders of Mediacom vote to approve the merger. After careful consideration and a thorough review with its independent advisors, the Special Committee determined that the transaction is in the best interests of the public shareholders of Mediacom. The Special Committee’s independent financial advisor has delivered a written opinion to the effect that as of November 12, 2010, the merger consideration is fair from a financial point of view to the shareholders of Mediacom (other than Mr. Commisso). This determination by the Special Committee’s financial advisor was based on, and is subject to, assumptions and limitations set forth in the written opinion.