CINCINNATI – Cincinnati Bell today announced that it has amended its definitive merger agreement with Brookfield Infrastructure and its institutional partners (collectively referred to as "Brookfield") to increase the consideration payable to holders of outstanding shares of Cincinnati Bell common stock to $13.50 per share in cash from $12.50 per share in cash, which values the transaction at approximately $2.797 billion, including debt. The revised transaction price represents a 75% premium to the closing per share price of $7.72 on December 20, 2019, the last trading day prior to the date when the merger agreement was entered into.
Cincinnati Bell and Brookfield negotiated the amendment following the receipt by Cincinnati Bell on March 2, 2020 of a binding proposal, which was modified on March 3, 2020 (the "Proposal") to acquire all outstanding shares of Cincinnati Bell common stock for $13.50 from Macquarie Infrastructure and Real Assets Inc. Cincinnati Bell's Board, in consultation with its legal and financial advisors, carefully reviewed the terms of the Proposal and the amended Brookfield transaction and determined that entering into the amendment to the Brookfield merger agreement was in the best interests of Cincinnati Bell and its shareholders. Cincinnati Bell's Board of Directors approved the amended merger agreement and recommends that Cincinnati Bell's shareholders vote in favor of adopting the amended Brookfield merger agreement.
Cincinnati Bell will file a current report on Form 8-K with the U.S. Securities and Exchange Commission containing a summary of the terms and conditions of the amendment to the definitive merger agreement. In the amendment, in consideration for the increased purchase price, the break-up fee payable by Cincinnati Bell in certain circumstances has increased from $21.39 million to $23.1 million. All other terms of the Brookfield merger agreement remain the same.
The Transaction is subject to certain customary closing conditions, including the approval by Cincinnati Bell's shareholders, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and certain regulatory approvals, and is expected to close by the end of 2020.