Filed
by
Consolidated Communications Holdings, Inc.
pursuant
to Rule 425 under the Securities Act of 1933, as amended
Subject
Company: North Pittsburgh Systems, Inc.
File
No.
of Related Registration Statement: 333-146131
| Date: |
November
14, 2007
|
| To: |
All
Consolidated Communications
Employees
|
| From: |
Bob
Currey, President and CEO
|
| Re: |
Progress
on acquisition of North Pittsburgh Systems,
Inc.
|
Over
the
past few weeks, we’ve made considerable progress toward the acquisition of North
Pittsburgh Systems. Inc. I am pleased to announce that yesterday the
shareholders of North Pittsburgh Systems, Inc. voted overwhelmingly in favor
of
merging with Consolidated Communications, with over 94.5% of those voting
casting their votes in favor of the transaction.
From
a
regulatory approval perspective, the Federal Trade Commission has granted early
termination of the Hart-Scott-Rodino waiting period. And, the Federal
Communications Commission has approved the transfer of control of NPSI to
Consolidated Communications. We are close to completing the approval process
with the Pennsylvania Public Utility Commission. We are planning to launch
the
syndication of the bank loan, which will finance the cash part of the purchase
price, in either the last week of November or in early December. Assuming
Pennsylvania PUC approval is in December, we would be in a position to close
in
the fourth quarter or at the latest in early 2008.
In
terms
of integration, the planning process is underway and going well. As you know,
there are ongoing planning sessions between various process owners from both
our
companies and, in collaboration with the North Pittsburgh management team,
several integration projects are being “fast tracked”, such as the IPTV
deployment and the migration of the financial system from JD Edwards to
PeopleSoft. We will be well prepared to “hit the ground running” once the
transaction closes.
Details
on organizational structure are still being worked on, but we expect to make
some organization announcements fairly soon. Thanks to everyone who is engaged
in these efforts and making such great progress.
For
more information and current press releases, visit our NPSI Integration web
page
on the intranet.
(link)
Safe
Harbor
Any
statements other than statements of historical facts, including statements
about
management’s beliefs and expectations, are forward-looking statements and should
be evaluated as such. These statements are made on the basis of management’s
views and assumptions regarding future events and business performance. Words
such as “estimate,” “believe,” “anticipate,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements
(including oral representations) involve risks and uncertainties that may cause
actual results to differ materially from any future results, performance or
achievements expressed or implied by such statements. These risks and
uncertainties include the ability of Consolidated Communications Holdings,
Inc.
(the “Company”) to complete the acquisition, successfully integrate the
operations of North Pittsburgh Systems, Inc. (“North Pittsburgh”) and realize
the synergies from the acquisition, as well as a number of other factors related
to the businesses of the Company and North Pittsburgh, including various
risks to stockholders of not receiving dividends and risks to the Company’s
ability to pursue growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the price and
volatility of the Company’s common stock; the substantial amount of debt and the
Company’s ability to incur additional debt in the future; the Company’s need for
a significant amount of cash to service and repay the debt and to pay dividends
on the Company’s common stock; restrictions contained in the Company’s debt
agreements that limit the discretion of management in operating the business;
the ability to refinance the existing debt as necessary; regulatory changes,
rapid development and introduction of new technologies and intense competition
in the telecommunications industry; risks associated with the Company’s possible
pursuit of acquisitions; economic conditions in the Company’s and North
Pittsburgh’s service areas in Illinois, Texas and Pennsylvania; system failures;
losses of large customers or government contracts; risks associated with the
rights-of-way for the network; disruptions in the relationship with third party
vendors; losses of key management personnel and the inability to attract and
retain highly qualified management and personnel in the future; changes in
the
extensive governmental legislation and regulations governing telecommunications
providers and the provision of telecommunications services; telecommunications
carriers disputing and/or avoiding their obligations to pay network access
charges for use of the Company’s network; high costs of regulatory compliance;
the competitive impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs regarding
environmental regulations. These and other risks and uncertainties are discussed
in more detail in the Company’s and North Pittsburgh’s filings with the
Securities and Exchange Commission, including our respective reports on Form
10-K and Form 10-Q.
Many
of
these risks are beyond management’s ability to control or predict. All
forward-looking statements attributable to the Company, North Pittsburgh or
persons acting on behalf of each of them are expressly qualified in their
entirety by the cautionary statements and risk factors contained in this
communication and the companies’ filings with the Securities and Exchange
Commission. Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements. Furthermore,
forward-looking statements speak only as of the date they are made. Except
as
required under the federal securities laws or the rules and regulations of
the
Securities and Exchange Commission, we do not undertake any obligation to update
or review any forward-looking information, whether as a result of new
information, future events or otherwise.
Prospectus/Proxy
Statement
This
material is not a substitute for the prospectus/proxy statement the Company
and
North Pittsburgh filed with the Securities and Exchange Commission on September
17, 2007, which, as amended, was declared effective on October 9, 2007.
Investors
are urged to read the prospectus/proxy statement, which contains important
information, including detailed risk factors.
The
prospectus/proxy statement is, and other documents which will be filed by the
Company and North Pittsburgh with the Securities and Exchange Commission will
be, available free of charge at the Securities and Exchange Commission’s
website, www.sec.gov, or by directing a request to Consolidated Communications,
121 South 17th Street, Mattoon, IL 61938, Attention: Investor Relations; or
to
North Pittsburgh, 4008 Gibsonia Road, Gibsonia, Pennsylvania 15044, Attention:
Investor Relations. The definitive prospectus/proxy statement was first mailed
to shareholders of North Pittsburgh on October 12, 2007.
This
communication shall not constitute an offer to sell or the solicitation of
an
offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such
jurisdiction.
Proxy
Solicitation
The
Company and North Pittsburgh, and certain of their respective directors,
executive officers and other members of management and employees are
participants in the solicitation of proxies in connection with the proposed
transactions. Information about the directors and executive officers of the
Company is set forth in the proxy statement for the Company’s 2007 annual
meeting of shareholders. Information about the directors and executive officers
of North Pittsburgh is set forth in the prospectus/proxy statement and North
Pittsburgh’s Annual Report on Form 10-K for the year ended December 31, 2006, as
amended. Investors may obtain additional information regarding the interests
of
such participants in the proposed transactions by reading the definitive
prospectus/proxy statement.