NEW YORK -- Insight Communications Company, Inc. (NASDAQ: ICCI - News) and Insight Acquisition Corp. today announced that they have entered into a definitive merger agreement providing for Insight Acquisition Corp. to acquire all of the publicly held shares of Insight Communications. Under the terms of the agreement, which was unanimously approved by the board of directors of Insight Communications, public shareholders of Insight Communications would receive $11.75 per share in cash.

Insight Acquisition Corp., the acquiring entity, is led by Insight Communications co-founders Sidney R. Knafel and Michael S. Willner and affiliates of The Carlyle Group. Mr. Knafel, Mr. Willner and their related parties collectively own shares of Insight Communications representing approximately 14% of the equity and 62% of the aggregate voting power.

The board of directors of Insight Communications acted upon the unanimous recommendation of a special committee of independent directors and has recommended that shareholders of Insight Communications vote to approve the acquisition. 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 Class A shareholders. The special committee's independent financial advisors have delivered written opinions to the effect that as of July 28, 2005, the merger consideration is fair from a financial point of view to the shareholders of Insight Communications (other than the buyer group). This determination by the special committee's financial advisors was based on, and subject to, assumptions and limitations set forth in these written opinions.

Consummation of the transaction is subject to certain conditions, including (i) approval of the merger agreement and merger by holders of a majority of the outstanding shares of Insight Communications' Class A common stock not held by Insight Acquisition Corp., its affiliates or the officers and directors of Insight Communications and (ii) termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is not subject to any financing conditions.

The $11.75 per share price represents a 21.4% premium over the closing price ($9.68) of Insight Communications' stock on Friday, March 4, 2005, the last day of trading before the announcement of Insight Acquisition Corp.'s original proposal on March 7, 2005, and a 28.7% premium over the six-month average closing price ($9.13) before the original proposal was announced. The terms of the agreement value the total equity of Insight Communications at approximately $710 million and implies an enterprise value of approximately $2.1 billion (based on Insight Communications' attributable share of indebtedness).

Mr. Knafel, chairman of Insight Communications, stated, "We are pleased that we have reached an agreement that will provide substantial benefits to our shareholders, customers and employees."

Mr. Willner, president and chief executive officer of Insight Communications, added, "Our current management team looks forward to continuing to lead this great business in the future, while building on our tradition of providing outstanding service and innovative solutions to our customers."

Michael J. Connelly, Carlyle managing director, said, "We are pleased to have the opportunity to support Insight Communications' management team and employees and to invest in the U.S. cable television business."

The parties also announced an agreement in principle to settle pending shareholder litigation challenging the transaction.

In a separate release:

NEW YORK -- Insight Communications Company (NASDAQ:ICCI - News) today announced financial results for the quarter ended June 30, 2005. Additionally, in a separate press release today, the company announced that it and Insight Acquisition Corp. have entered into a definitive merger agreement providing for Insight Acquisition Corp. to acquire all of the publicly held shares of Insight Communications.

Second Quarter Highlights

Revenue of $279.3 million, an increase of 11% over Q2 2004

Operating Results for the Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004

Revenue for the three months ended June 30, 2005 totaled $279.3 million, an increase of 11% over the prior year, due primarily to customer gains in high-speed Internet and digital services, as well as basic rate increases. High-speed Internet service revenue increased 49% over the prior year, which is mainly attributable to an increased customer base. Insight added a net 23,500 high-speed Internet customers during the quarter to end at 391,300 customers. In addition, digital service revenue increased 13% over the prior year, primarily due to an increased customer base. Insight added a net 1,800 digital customers during the quarter to end at 460,800 customers.

Insight Communications Co. Inc.