UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 | Other Events |
On July 31, 2024, plaintiff Thomas C. Longman (“Plaintiff”) filed a Verified Class Action Complaint (the “Complaint”) in the Court of Chancery of the State of Delaware against Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), and the members of the board of directors of the Company (the “Board”), captioned Longman v. Consolidated Communications Holdings, Inc., et al., C.A. No. 2024-0811-NAC (the “Action”). In the Action, Plaintiff alleged that the Agreement and Plan of Merger, dated as of October 15, 2023, by and among Condor Holdings LLC, a Delaware limited liability company, Condor Merger Sub Inc., a Delaware corporation, and the Company (the “Merger Agreement”) was not approved in accordance with 8 Del. C. § 251 under the reasoning of the Court of Chancery’s decision in Sjunde AP-Fonden v. Activision Blizzard, Inc.
While the Company and the Board deny all of the allegations of wrongdoing in the Complaint and believe that the Board’s adoption of the Merger Agreement complied with Delaware law, on December 20, 2024, in order to eliminate any potential uncertainty and ambiguity created by the Complaint, pursuant to Section 204 (“Section 204”) of the Delaware General Corporation Law, the Board ratified its approval of the Merger Agreement and the Company’s entry into the Merger Agreement.
The statutory notice to the Company’s stockholders required by Section 204 is set forth in Exhibit 99.1 hereto (the “Notice”) and is incorporated by reference herein. The Notice sets forth additional information relating to the Complaint, the ratification of the Board’s approval of the Merger Agreement and the Company’s entry into the Merger Agreement, and the rights of stockholders in regard to the ratification.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
Description | |||||||
99.1 | Statutory Notice Pursuant to Section 204 of the Delaware General Corporation Law |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
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By: | /s/ Fred A. Graffam III | ||
Name: | Fred A. Graffam III | ||
Title: | Chief Financial Officer | ||
Date: December 27, 2024