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Eschelon Telecom, Inc. Signs Purchase Agreement To Be Acquired By Integra Telecom, Inc. For $30 Per Share

Purchase and Sale Agreement

Eschelon Telecom, Inc. Signs Purchase Agreement To Be Acquired By Integra Telecom, Inc. For $30 Per Share | Document Parties: Eschelon Telecom, Inc | Portland, Oregon-based Integra Telecom, Inc You are currently viewing:
This Purchase and Sale Agreement involves

Eschelon Telecom, Inc | Portland, Oregon-based Integra Telecom, Inc

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Title: Eschelon Telecom, Inc. Signs Purchase Agreement To Be Acquired By Integra Telecom, Inc. For $30 Per Share
Date: 3/20/2007
Industry: Communications Services     Law Firm: Perkins Coie;Latham Watkins     Sector: Services

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Exhibit 99.1

 

Investor Relations:
Geoffrey M. Boyd
Chief Financial Officer
612-436-6486

Media Inquiries:
Robert E. Pickens
Chief Operating Officer
612-436-6604

 

 

 

 

 

 

 

 

For Immediate Release

Eschelon Telecom, Inc. Signs Purchase Agreement To Be
Acquired By Integra Telecom, Inc. For $30 Per Share

Minneapolis, MN — March 20, 2007 : Eschelon Telecom, Inc., (NASDAQ: ESCH) a leading provider of integrated communications services to small and medium sized businesses in the western United States, today announced that it has signed a definitive agreement to be acquired by Portland, Oregon-based Integra Telecom, Inc., a privately-held integrated communications provider offering retail services to businesses in Oregon, Washington, Utah, Idaho, California, Arizona, Minnesota, and North Dakota.

Under the terms of the agreement, which was approved by the boards of directors of both companies, Integra Telecom will acquire Eschelon for $30.00 a share in cash, which equates to a total equity value of approximately $566 million on a fully diluted basis. The acquisition will be financed through a fully committed senior credit facility arranged by Deutsche Bank Securities.   The transaction is subject to the approval of a majority of Eschelon’s shareholders and the satisfaction of customary closing conditions and regulatory approvals.

Richard Smith, Eschelon’s Chief Executive Officer stated, “This transaction provides significant benefits for Eschelon’s shareholders—the $30.00 share price represents a 48% premium to our 90-day moving average price and it represents a 109% improvement over our price of just one year ago.  Our Associates have done an excellent job in building value for the company and this transaction indicates that key goal has been accomplished.”

“We believe the combination will create the most established, cash profitable competitive local exchange carrier in our region with increased market strength, greater financial power and enhanced product choices, well positioning the customers and employees of both companies for the future. We recognize the value and experience of the Eschelon employees and look forward to welcoming them to the combined organization as we join together to build upon the successful records of both companies and create value through the integration,” added Dudley Slater, Chief Executive Officer of Integra Telecom.

 



 

Eschelon was advised by Latham & Watkins LLP and received a fairness opinion on the transaction from Jefferies & Company. Integra was advised by Deutsche Bank Securities with legal counsel provided by Perkins & Coie LLP.

About the Transaction

The Merger Agreement between the two companies was filed with the Securities and Exchange Commission on Form 8-K today.

Conference Call at 9:00 AM Central Daylight Time Today

Eschelon will host a conference call for investors and analysts today, March 20, 2007 at 9:00 a.m. Central Time, to discuss today’s announcement. To listen to the live call, dial 800-257-7063 .  A replay will be available th


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