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April 21, 2014
06:01 EDTCBEYBirch Communications to acquire Cbeyond for approximately $323M
Birch Communications and Cbeyond jointly announced that they have entered into a definitive agreement under which Birch will acquire Cbeyond in an all-cash transaction valued at approximately $323M. Cbeyond stockholders will receive between $9.97 and $10.00 per share in cash. The exact amount will be determined based on stock transactions relating to previously granted stock awards to employees that occur after execution of the definitive agreement. At $9.97 per share, the purchase price represents a premium of 56.8% over Cbeyond's stock price on November 5, 2013, the trading date before Cbeyond announced its process to explore strategic alternatives, and a premium of 40.8% over the closing price of Cbeyond's stock on Thursday April 17. The transaction has been unanimously approved by the boards of directors of both companies. The transaction is expected to close within six months, subject to customary conditions, including necessary approvals from federal and state regulators and the Cbeyond stockholders. Birch has obtained financing commitments from PNC Capital Markets LLC and Jefferies Finance LLC. Lazard is acting as sole financial advisor and Jones Day is acting as legal advisor to Birch in the transaction.
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