Written by Jeff Owen | Sep 5, 2015 4:00:00 AM
BIRMINGHAM, AL and PHILADELPHIA, PA – September 3, 2015
–
Momentum Telecom,Inc. (“Momentum Telecom”) and
Alteva,
Inc. (“Alteva”) (NYSE MKT: ALTV) announced that they have entered into a definitive agreement under which Alteva will be acquired by Momentum Telecom for a total equity purchase price of $28.7 million (the“Merger”). Upon the closing of the Merger, shareholders of Alteva will receive $4.70 per common share, which represents a premium of 31% based on the closing price of Alteva’s stock on September 2, 2015 and 38% based on Alteva’s 20-day average price. The combination of Momentum Telecom and Alteva:
- Builds on each company’s expertise in delivering best-in-class unified communications services
- Enhances the reach of the sales and marketing initiatives
- Strengthens the ability to support new and existing customers
- Increases Momentum Telecom’s number of users to over 250,000
Bill Fox, President and Chief Executive Officer of Momentum Telecom, commented, “The combined strengths of these two companies further enhance Momentum Telecom as a market leader in the VoIP and unified communications industry. Alteva shares our dedication to providing top-notch reliability and service to its customers. We are excited about the opportunity to invest in and grow upon Alteva’s success and significantly expand Momentum’s presence in the Northeast. With the merger, customers will continue to experience the high quality products, service and support that they count on from Alteva and Momentum today.” Brian J. Kelley, Chief Executive Officer of Alteva, commented, “After a comprehensive evaluation of strategic alternatives, which included the payment of a dividend of $2.60 per common share on June 30, 2015, our Board of Directors concluded that combining with Momentum Telecom represents the best opportunity to realize immediate, substantial value for our shareholders. In the past year it has become exceedingly clear that profitability in the VoIP space requires significant scale to achieve maximum efficiency. As the industry grows, so does the competitive landscape. The control of selling expenses and the achievement of operating efficiencies depend on scale. Momentum Telecom and Alteva together constitute the most viable solution toward achieving these goals and benefitting our employees, customers and partners.” Alteva’s Board of Directors has unanimously approved the Merger, which is expected to close in the fourth quarter of 2015, subject to Alteva shareholder approval, regulatory approvals and other customary closing conditions. Certain officers and directors of Alteva have signed voting agreements committing to support the Merger. Oppenheimer & Co. Inc. is serving as financial advisor to Alteva and DLA Piper LLP is serving as legal counsel to Alteva. Bradley Arant Boult Cummings LLP is serving as legal counsel to Momentum Telecom.
Additional Information and Where to Find It
In connection with the proposed Merger, Alteva will file with the Securities and Exchange Commission (the “SEC”) and furnish to Alteva’s shareholders a proxy statement and other relevant documents. This communication does not constitute a solicitation of any vote or approval. Shareholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed Merger or incorporated by reference in the proxy statement because they will contain important information about the proposed Merger. Before making any voting decision, investors and security holders are urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Merger as they become available because they will contain important information about the proposed Merger and related matters. Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of Alteva’s filings with the SEC from Alteva’s website at www.Alteva.com or by directing a request to: Alteva, Inc., 400 Market Street, Suite 1100, Philadelphia, Pennsylvania 19106, Attn: Investor Relations.
Participants in Solicitation
The directors, executive officers and certain other members of management and employees of Alteva and Momentum Telecom may be deemed “participants” in the solicitation of proxies from shareholders of Alteva in favor of the proposed Merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of Alteva in connection with the proposed Merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about Alteva’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “Form 10-K”) as filed with the SEC on March 17, 2015 and Amendment No. 1 to the Form 10-K as filed with the SEC on April 30, 2015. To learn more visit
momentumtelecom.com
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