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Vote OKs sale of CTE to Citizens

Merger deal worth $1.16 billion moves forward after shareholders’ act in New York City.

Commonwealth Telephone Enterprises Inc. shareholders Thursday overwhelmingly approved the sale of the Dallas-based telecommunications company to Citizens Communications Co.

Approximately 98 percent of the votes cast at the special meeting in New York City were in favor of the $1.16 billion sale announced last September, according to Commonwealth. The number of votes cast was not immediately available.

Other than to announce the results, Commonwealth declined comment.

The vote moves the deal a step closer to the expected mid-year closing date. Still pending are regulatory approvals from the Pennsylvania Public Utility Commission and the Federal Communications Commission.

A state administrative law judge scheduled a public hearing by telephone for Jan. 30 on complaints raised about the sale.

Under terms of the deal agreed to on Sept. 17, Commonwealth will merge with CF Merger Corp., a wholly owned subsidiary of Citizens. Commonwealth will survive the merger as a wholly owned subsidiary of Citizens, headquartered in Stamford, Conn.

Upon the close of the deal, Commonwealth shareholders will receive $31.31 in cash and 0.768 shares of Citizens stock. Based on Thursday’s closing price of $14.31 for Citizens common stock, Commonwealth shareholders would receive $42.30 per share. However, that total could be different based on the value of Citizens stock at the close of deal.

Commonwealth provides telephone, Internet and communications services to residential and business customers in 19 counties. It has approximately 1,100 employees, more than 454,000 access lines and more than 41,000 digital subscriber lines for high-speed Internet connection.

With the acquisition of the smaller Commonwealth, the sale will position Citizens as the seventh-largest local exchange carrier in the country, with approximately $2.4 billion in annual sales, 2.6 million switched access lines in 23 states, 400,000 high-speed Internet subscribers and 6,600 employees.

Citizens said it would realize approximately $30 million in savings over three years through the elimination of corporate overhead and through synergies in billing, accounting and other functions. It has not yet disclosed how many jobs might be cut or where.

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