Mediacom Communications announced today it has entered into a definitive merger agreement with Rocco Commisso, the founder, Chairman and CEO of Mediacom, and an entity created by Commisso. Upon consummation of the merger, all of the outstanding shares of Mediacom common stock not owned by Commisso will convert into $8.75 per share in cash.
The transaction results from extensive negotiations between Commisso and a special committee of independent directors of Mediacom formed in response to a "going private" proposal made on May 31, 2010 by Commisso to acquire all publicly held shares of Mediacom common stock for $6.00 per share. The final price of $8.75 per share represents a 46 percent premium above Commisso’s original offer.
The merger is conditioned on a "majority of the minority" voting provision, which requires approval by holders of a majority of Mediacom’s outstanding Class A shares not held by Commisso, his affiliates and immediate family, or Mediacom’s directors and executive officers. The transaction is also subject to other customary closing conditions, the receipt of sufficient funds to pay the merger consideration and transaction costs pursuant to existing credit facilities of subsidiaries of Mediacom and is expected to be completed in the first half of 2011.
Mediacom Communications is the nation’s eighth largest cable TV company and has a significant concentration in the Midwestern and Southeastern regions.