RCN Corporation and ABRY Partners have announced their entry into a definitive agreement for an investment fund managed by ABRY to acquire RCN for total consideration of approximately $1.2 billion, including the assumption of debt.

The transaction is expected to be completed in the second half of 2010, subject to receipt of stockholder approval, regulatory approvals, including the receipt of required consents and approvals of the Federal Communications Commission, as well as satisfaction of other customary closing conditions. The transaction is not subject to any financing condition.

Under the terms of the merger agreement, RCN may solicit proposals from third parties for 40 days through April 14, 2010. There can be no assurances that this process will result in an alternative transaction.

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