STAMFORD, Conn. and DALLAS, Pa. -- Citizens Communications Company (NYSE: CZN - News) and Commonwealth Telephone Enterprises Inc. (NASDAQ: CTCO - News) today announced that they have entered into an agreement for Citizens to acquire Commonwealth for $41.72 per share, in a cash-and-stock taxable transaction, for a total consideration of $1.16 billion, based on the closing price of Citizens' common stock on September 15, 2006. Each Commonwealth share will receive $31.31 in cash and 0.768 shares of Citizens' common stock, which represents a 17% premium to Commonwealth's closing share price of $35.60 on September 8, 2006, the business day prior to Commonwealth's announcement that it was exploring strategic opportunities. The acquisition has been approved by the Boards of Directors of both Citizens and Commonwealth.

Citizens intends to finance the cash portion of the transaction with a combination of cash on hand and debt. Citizens has obtained a commitment for the financing necessary to complete the acquisition from Citigroup.

The combined company will be the 7th largest local telephone exchange company in the U.S., with pro forma annual revenues of approximately $2.4 billion and operations across 23 states. Upon completion of the acquisition, Citizens, which operates under the brand name of Frontier, will have approximately 2.6 million access lines, 388,000 High-Speed Internet subscribers and 6,600 employees.

"Commonwealth has operated its Pennsylvania markets successfully for many years. Mike Mahoney and his team have built a strong reputation, appropriately invested in their network and cultivated positive relationships with their communities. We will build on this momentum and overlay our full-service communications products and solutions to enhance current offerings. Financially, the structure allows us to remain flexible while maintaining our strong balance sheet and improves our dividend payout ratio," commented Maggie Wilderotter, Citizens' Chairman and CEO.

"Having reviewed a number of strategic opportunities, we concluded that this was the right transaction at the right price for our shareholders and other key constituencies," said Mike Mahoney, President and CEO of Commonwealth. "Citizens has done a great job in their current Pennsylvania markets so this acquisition is a logical extension of their reach and provides economies of scale to remain competitive in the long run. We are also pleased with the strong customer and operational focus that Citizens has demonstrated with their current leadership, which we are confident will enhance the value of this transaction to all of our shareholders and other constituents."

Citizens Communications Co. (NYSE: CZN)