UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a party other than the Registrant ¨
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| ¨ | Preliminary Proxy Statement | |||||||||
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||||||
| ¨ | Definitive Proxy Statement | |||||||||
| ¨ | Definitive Additional Materials | |||||||||
| x | Soliciting Material Under Rule 14a-12 | |||||||||
| NTELOS Holdings Corp. | ||||||||||
| (Name of Registrant as Specified In Its Charter) | ||||||||||
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The following materials were made available to customers on NTELOS Holdings Corp.’s public internet website.
Acquisition Highlights:
| • | nTelos is excited to announce plans to combine with Shentel, a Sprint affiliate based in the Shenandoah Valley. This acquisition must go through regulatory and shareholder approval and is expected to close in early 2016. |
| • | This acquisition leverages the combined strengths of both companies and will result in continued expansion in the markets we serve under the Sprint brand. Customers will experience all the benefits of a national brand – enhanced coverage and access to the latest devices and services – while getting a level of service that can only be delivered by a locally-operated company. |
| • | Both companies are committed to ensuring a smooth transition for customers and employees during this time. |
| • | Customers will see no immediate impact to their service. When the transaction closes, nTelos stores will become Sprint branded stores and billing will be handled through Sprint. |
Why is Shentel acquiring nTelos?
The acquisition of nTelos by Shentel is an opportunity for two regional companies to join forces and further expand into rural markets, combining our 4G/LTE network and resources to provide a great customer experience.
Will the nTelos retail locations remain open?
Yes. As part of the transaction, Shentel has announced that existing nTelos retail stores will be converted to the Sprint brand upon closure of the transaction.
How will my service change?
Initially, there will be no change to your service, you’ll continue to be serviced by nTelos and receive your bills from nTelos. Sometime after the closing of the transaction, your service will transition to Shentel/Sprint, as will all of your customer service (billing, customer care, online account management).
When will this transition take effect?
We expect the transition to be completed shortly after the closing of the transaction in early 2016.
Will my rate plans stay the same?
Yes. Great news, you will remain on your NTELOS rate plan through your contracted period.
How will my coverage change?
The same network that you have come to rely on will remain in place, and over the next few years, Shentel has committed to continue the network investment and significantly grow our coverage capabilities.
Will my monthly bills change?
Through at least the closing of the merger, you’ll continue to receive your nTelos bill as usual. At some point after the transition, expected in early 2016, Shentel has informed us that the format of your bill will change and it will be branded Sprint.
Am I still under contract?
Yes, customers with an existing nTelos contract will automatically be transitioned to Shentel/Sprint.
Will my current device work after the transition?
Yes. We have been informed by Sprint, that all devices will work on the Shentel/Sprint network.
Is there anything that I need to do to continue my service with Shentel/Sprint?
nTelos customers do not need to take any immediate actions at this time. Shentel has indicated that it will begin to transition the nTelos customers to Sprint and the Sprint billing system after the transaction is complete, which should occur in early 2016 pending regulatory and shareholder approvals. Additional information will be communicated directly to the nTelos customers.
Can you explain exactly how Sprint and Shentel work together?
Shentel’s wireless segment is the largest Sprint PCS Affiliate in the country and currently provides wireless service to approximately 435,000 customers. As an affiliate company, Shentel has exclusive rights to provide Sprint wireless service to certain markets. Additional information regarding the Sprint/Shentel relationship can be obtained at Shentel’s investor relations website at: investor.shentel.com
This communication may contain statements, estimates or projections that constitute “forward-looking statements” as defined under U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “project,” “will,” “may,” “should,” and similar expressions identify forward-looking statements, which generally are not historical in nature.
Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. The forward-looking statements are or may be based on a series of projections and estimates and involve risks and uncertainties. These risks and uncertainties include such factors as: (1) the Company may be unable to obtain stockholder approval as required for the merger; (2) conditions to the closing of the merger, including, without limitation, the consummation of certain transactions between SHEN and Sprint, may not be satisfied and required regulatory approvals may not be obtained; (3) the merger may involve unexpected costs, liabilities or delays; (4) the risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction, (5) the effect of the announcement of the transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally, (6) the outcome of any legal proceedings related to the merger; (7) the Company may be adversely affected by other economic, business, and/or competitive factors; (8) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (9) changes in the legal or regulatory environment; and (10) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all. If the merger is consummated, the Company stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results of the Company are set forth in its filings with the Securities and Exchange Commission (SEC), including without limitation its Annual Report on Form 10-K for the year ended December 31, 2014 and its Quarterly Reports on Form 10-Q filed thereafter, which are available on the SEC’s website at www.sec.gov.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, NTELOS will file with the SEC and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, NTELOS’S STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents that NTELOS files with the SEC (when available) from the SEC's website at www.sec.gov and on NTELOS’s investor relations section website at ir.ntelos.com. In addition, the proxy statement and other documents filed by NTELOS with the SEC (when available) may be obtained from NTELOS free of charge by directing a request to NTELOS’s Public Relations advisor at KCSA Strategic Communications, 880 Third Avenue, 6th Floor, New York, NY 10022.
Participants in the Solicitation
NTELOS and its directors, executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from NTELOS stockholders with respect to the proposed acquisition of NTELOS. Security holders may obtain information regarding the names, affiliations and interests of such individuals in NTELOS’s Annual Report on Form 10-K for the year ended December 31, 2014. Additional information regarding the interests of such individuals in the proposed acquisition of NTELOS will be included in the proxy statement relating to such acquisition when it is filed with the SEC. These documents may be obtained free of charge from the SEC's website at www.sec.gov and NTELOS’s investor relations website at ir.ntelos.com.