Investigation Overview
According to a press release a law firm is currently investigating on behalf of Centennial Communications Corp. (NASDAQ: CYCL) investors the proposed acquisition.
According to the press release Centennial Communications Corp. (NASDAQ: CYCL) recently announced their intent to sell the Company to AT&T, Inc for $8.50 a share, or $944 million in cash. The total value of the deal, including assumption of debt, is $2.8 billion. According to the investigation the transaction price may be unfair given that the Centennial Communications Corp.s shares closed at $8.70 as recently as June 5, 2008 and analyst projections of at least $11 per share price target for Centennial Communications Corp. stock.
The investigation argues that compounding the merger price is a host of deal protection devices which protect AT&T at the expense of Centennial Communications Corp. shareholders, because it includes a no-solicitation provision that effectively prevents the Centennial Communications Corp. from negotiating with or providing confidential Company information to competing bidders; it includes a matching rights provision that allows AT&T up to three business days to match any competing proposal; it also includes a termination fee provision that obligates the Centennial Communications Corp. to pay AT&T $28.5 million plus $7 million in expenses for a total of $35.5 million in the event a superior proposal is made and accepted; and finally it includes a voting agreement that obligates Centennial Communications Corp.s largest shareholder, Welsh, Carson, Anderson & Stowe VIII, L.P. to vote its shares representing 22.3% of the Centennial Communications Corp.s outstanding shares in favor of the Proposed Buyout. These factors, taken together, so the investigation, may inhibit the maximization of shareholder value.