Exhibit 99.1
Citizens Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
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FOR IMMEDIATE RELEASE
Contact:
Don Armour
203.614.5124
darmour@czn.com
CITIZENS ANNOUNCES COMMENCEMENT OF TENDER OFFER FOR COMMONWEALTH TELEPHONE
ENTERPRISES, INC.'S CONVERTIBLE NOTES DUE 2023
STAMFORD, Conn., March 23, 2007 -- Citizens Communications Company (NYSE: CZN)
announced today that it is commencing a cash tender offer (the "Offer") together
with its wholly-owned subsidiary, Commonwealth Telephone Enterprises, Inc.
("Commonwealth"), to purchase any and all of the outstanding 3 1/4% Convertible
Notes due 2023 (CUSIP Nos. 203349AB1; 203349AA3) (the "2003 Notes") and 2005
Series A 3 1/4% Convertible Notes due 2023 (CUSIP No. 203349AC9) (the "2005
Notes" and, together with the 2003 Notes, the "Notes") of Commonwealth, upon the
terms and conditions set forth in the Notice of Designated Event and Offer to
Purchase dated March 23, 2007 (the "Offer to Purchase") and the related letter
of transmittal (the "Letter of Transmittal"). As a result of Citizens'
acquisition of Commonwealth on March 8, 2007 pursuant to the Agreement and Plan
of Merger dated as of September 17, 2006, among Citizens, CF Merger Corp, a
wholly-owned subsidiary of Citizens, and Commonwealth, the tender offer is
required pursuant to the terms of the indentures under which the Notes were
issued. In connection with the merger, Citizens unconditionally guaranteed all
of Commonwealth's obligations under the Notes and the indentures.
Citizens estimates that the purchase price will be approximately $1,008.85 per
$1,000 principal amount of the 2003 Notes and $1,008.85 per $1,000 principal
amount of the 2005 Notes, which is equal to 100% of the principal amount of the
applicable Note, plus accrued and unpaid interest to, but excluding, the
repurchase date, which will be April 23, 2007. The tender offer is not
contingent on any financing.
The Offer is scheduled to expire at 5:00 p.m., New York City time, on April 20,
2007, unless extended or earlier terminated. Holders may withdraw their tendered
Notes at any time prior to the expiration time. Holders that desire to tender
their Notes pursuant to the Offer must follow the procedures described in the
Offer to Purchase and the Letter of Transmittal.
Questions regarding the Offer and requests for documents in connection with the
Offer may be directed to The Bank of New York, the paying agent and depositary
for the Offer, at (212) 815-5920, or in writing to The Bank of New York,
Corporate Trust Operations, Reorganization Unit, 101 Barclay Street -- 7 East,
New York, NY 10286, Attention: Carolle Montreuil.
-More-
Note to Investors
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell any Notes. The Offer for the Notes will be made only by, and subject to
the terms and conditions set forth in, the Offer to Purchase and the Letter of
Transmittal. Holders of Notes should read the Tender Offer Statement on Schedule
TO, the Offer to Purchase, the Letter of Transmittal and other tender offer
documents that are being filed with the Securities and Exchange Commission (the
"SEC") today, and any subsequently filed amendments or exhibits thereto, because
they contain important information. When available, the Tender Offer Statement
on Schedule TO, the Offer to Purchase, the Letter of Transmittal and other
tender offer documents may be obtained free of charge from the SEC's website at
www.sec.gov. Questions regarding the Offer and requests for documents in
connection with the Offer may be directed to The Bank of New York, the paying
agent and depositary for the Offer, at (212) 815-5920, or in writing to The Bank
of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street
- -- 7 East, New York, NY 10286, Attention: Carolle Montreuil.
About Citizens Communications Company
Citizens Communications Company (NYSE: CZN) is a full-service communications
provider and one of the largest local exchange telephone companies in the
country. Under the Frontier brand name, the company offers telephone, television
and Internet services, as well as bundled offerings, ESPN360 streaming video,
residential security solutions and specialized bundles for small businesses and
home offices. For more information about Citizens, please visit www.czn.com.
Forward-Looking Statements
This press release contains forward-looking statements that are made pursuant to
the safe harbor provisions of The Private Securities Litigation Reform Act of
1995. These statements are made on the basis of management's views and
assumptions regarding future events and business performance. Words such as
"believe," "anticipate," "expect," and similar expressions are intended to
identify forward-looking statements. Forward-looking statements (including oral
representations) involve risks and uncertainties that may cause actual results
to differ materially from any future results, performance or achievements
expressed or implied by such statements. These risks and uncertainties are based
on a number of factors, including but not limited to: our ability to
successfully integrate the operations of Commonwealth and to realize the
synergies from the acquisition; changes in the number of our revenue generating
units; greater than anticipated competition from wireless or wireline carriers;
the effects of ongoing changes in the regulation of the communications industry;
our ability to successfully introduce new product offerings, including bundled
service packages; our ability to sell enhanced services; our ability to comply
with federal and state regulations; our ability to effectively manage our
operations, costs and capital spending; our ability to successfully renegotiate
expiring union contracts; overall changes in the telecommunications market and
general and local economic and employment conditions. These and other
uncertainties related to our business are described in greater detail in our
filings with the SEC, including our reports on Forms 10-K and 10-Q, and the
foregoing information should be read in conjunction with these filings. We do
not intend to update or revise these forward-looking statements to reflect the
occurrence of future events or circumstances.