TYPE: 425
Sequence: 1
DESCRIPTION: COMPANY PRESS RELEASE
Filed by: CFW Communications Company
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: CFW Communications Company
Commission File No. 0-16751
FOR IMMEDIATE RELEASE
July 26, 2000
CFW Communications Announces the Completion of its Acquisition of PrimeCo
PCS Virginia Operations
Waynesboro, VA. CFW Communications Company (NASDAQ: CFWC) today announced the
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closing of its acquisition of PrimeCo's PCS licenses, assets and operations in
the Richmond and Hampton Roads areas of Virginia. With this acquisition, CFW
Communications will have a digital PCS customer base of over 150,000 customers
served by the largest CDMA network in the operating region. The acquisition also
expands the CDMA digital network to over 550 cell sites.
"The successful acquisition of PrimeCo licenses in Virginia accelerates CFW's
growth strategy to become a major digital PCS provider in the mid-Atlantic
region," said James S. Quarforth, chairman and chief executive officer. The
successful completion of this acquisition and the pending merger with R&B
Communications will expand CFW's assets to over $1 billion and the company will
have more than $500 million in equity.
PrimeCo's Virginia operations were divested by Bell Atlantic as part of its
recent merger with GTE. The former PrimeCo Virginia operations include PCS
licenses, assets, subscribers and a potential customer base of three million
people in central and eastern Virginia, including Richmond, Norfolk, Virginia
Beach, Hampton Roads, and in the Outer Banks of North Carolina.
The PrimeCo purchase price consisted of a cash payment of $408.6 million to
PrimeCo PCS, the assumption of $20 million in lease obligations, and transfer of
the analog assets and licenses of CFW's analog cellular properties in
Harrisonburg, Staunton and Waynesboro, Virginia. CFW will continue to provide
digital communications services and products in these markets.
In support of the acquisition, Welsh, Carson, Anderson & Stowe (WCAS) has
invested a total of $200 million and affiliates of Morgan Stanley Dean Witter
(MSDW) have invested $25 million in newly issued preferred equity in the
company. WCAS has also committed to purchase an additional $25 million of
preferred equity in CFW.
In addition to the equity investments, CFW has completed $700 million in debt
financing, including $280 million of Senior Notes, $95 million in Subordinated
Notes and a $325 million Senior Credit Facility. From the Senior Credit
Facility, $150 million was borrowed at closing. The remaining $175 million is
available to support the continued buildout of the combined communications
network. Proceeds from these debt offerings were used to complete funding of the
acquisition of the PrimeCo PCS operations and refinance certain debt of both CFW
and the Virginia and West Virginia PCS Alliances.
"We are pleased to have WCAS increase its investment from the original $200
million to $225 million," said Quarforth. " We are also pleased to welcome as
new directors of CFW, Anthony J. de Nicola and Lawrence B. Sorrel, general
partners of WCAS. "We are very proud to be a part of this exciting company's
growth. These acquisitions position the company as a leading ICP and digital PCS
provider in the mid-Atlantic region," said Anthony J. de Nicola.
With the completion of the R&B merger, says Quarforth, the company will have
over 50,000 ILEC (incumbent local exchange carrier) telephone lines, in excess
of 13,000 CLEC (competitive local exchange carrier) telephone lines and over
56,000 Internet customers supported by a fiber-optic network throughout the
central and western Virginia and West Virginia regions. The R&B merger is
expected to close in the fourth quarter of 2000 and is pending regulatory and
shareholder approval.
CFW Communications (NASDAQ: CFWC) which will operate as NTELOS, offers a broad
range of communications products and services to customers in Virginia, West
Virginia, Kentucky, Tennessee, and North Carolina including digital PCS, dial-up
Internet access, high-speed data transmission, DSL (high-speed Internet access)
and local and long distance telephone services. Detailed information about CFW
Communications is available on the Internet at www.cfw.com.
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Forward-looking statements made by CFW Communications are based on a number of
assumptions, estimates and projections. These statements are not guarantees of
future performance and involve risks and uncertainties and any significant
deviations from these assumptions could cause actual results to differ
materially from those in forward-looking statements. CFW Communications
undertakes no obligation to revise or update such statements to reflect current
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ CFW'S REGISTRATION STATEMENT ON
FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS RELATING TO THE R&B COMMUNICATIONS MERGER TRANSACTION DESCRIBED ABOVE,
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
WHEN THESE AND OTHER DOCUMENTS RELATING TO THE TRANSACTION ARE FILED WITH THE
COMMISSION, INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY AT THE
COMMISSION'S WEB SITE AT WWW.SEC.GOV. THE DOCUMENTS FILED WITH THE COMMISSION BY
CFW MAY ALSO BE OBTAINED FOR FREE FROM CFW BY DIRECTING A REQUEST TO CFW
COMMUNICATIONS COMPANY, P. O. BOX 1990, WAYNESBORO, VIRGINIA 22980, ATTN:
INVESTOR RELATIONS, TELEPHONE: (540) 946-3500. CERTAIN OF THESE DOCUMENTS MAY
ALSO BE AVAILABLE ON CFW'S WEBSITE AT WWW.CFW.COM. WHEN THEY
BECOME AVAILABLE, READ THE DEFINITIVE REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.