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Consolidated, Enventis to Merge

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6/30/2014
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MATTOON, Ill. – Consolidated Communications Holdings, Inc. and Enventis Corporation, formerly HickoryTech, announced that each of their respective Boards of Directors have approved a definitive agreement for Enventis to merge with Consolidated Communications. This agreement is an all-stock transaction in which Consolidated Communications will acquire 100 percent of Enventis’ 13.8 million (fully diluted) shares outstanding in a transaction valued at approximately $350 million.

Under the terms of the agreement, Enventis shareholders will receive a fixed exchange ratio of 0.7402 shares of CNSL common stock for each share of ENVE common stock they own. Based on the closing price of CNSL on June 27, 2014, the consideration represents $16.50 per share for each ENVE share outstanding equating to a premium of 17.4 percent over the ENVE closing price on June 27, 2014 or 27.2 percent over the past 90-day average share price. Consolidated Communications is maintaining its current annual dividend policy of approximately $1.55 per share, which it has consistently paid since its initial public offering in 2005.

On a pro forma basis, the strategic combination results in a company with approximately $785 million in revenue and $332 million in adjusted EBITDA (before synergies) for the 12 months ending March 31, 2014. The additional markets strengthen the combined company’s growth opportunities, enhancing the scale with a fiber-rich network that extends across 11 states. Together, Consolidated Communications and Enventis will expand upon the strong reputations each has built with its customers and in the communities they serve.

“This transaction combines two companies with similar strategies and cultures, resulting in a financially strong company with a robust balance sheet and attractive dividend payout ratio,” said Bob Currey, Consolidated Communication’s Chairman and Chief Executive Officer. “Enventis has built a strong business delivering competitive business and broadband services over a 4,200 route mile fiber network. The combination and additional markets creates a broader platform from which to grow and expand. We look forward to working with the Enventis team to grow the business.”

Enventis is headquartered in Mankato, Minnesota and operates a next-generation fiber network spanning 4,200 route miles that enables facilities-based operations in Minnesota and into Iowa, North Dakota, South Dakota and Wisconsin. It has over 500 employees and has transformed itself with approximately 80 percent of revenues coming from its business and broadband services.

Consolidated Communications Inc.

Enventis (NASDAQ: ENVE)

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