SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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[X] SOLICITING MATERIAL UNDER RULE 14A-12
LEXENT INC.
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PRESS RELEASE
[LEXENT LOGO]
CONTACT:
Susan Burns
Citigate Sard Verbinnen
212-687-8080
sburns@sardverb.com
LEXENT AMENDS SHAREHOLDERS LITIGATION SETTLEMENT
NEW YORK, SEPTEMBER 9, 2003 - Lexent Inc. (OTCBB: LXNT), an infrastructure
services provider delivering a full spectrum of design, program management and
deployment services in some of the nation's largest metropolitan markets, today
announced that Lexent, Hugh J. O'Kane, Jr., Kevin M. O'Kane and the plaintiffs
named in the lawsuits consolidated under the caption In re Lexent Inc.
Shareholders Litigation entered into and filed an amended Stipulation of
Settlement with the Court of Chancery of the State of Delaware. As previously
announced, on August 6, 2003, the parties to the litigation filed with the Court
a Stipulation of Settlement that memorialized the agreement in principle that
had previously been reached.
The Amended Stipulation of Settlement revises the description of the
consideration to be received by Lexent option holders in the proposed "going
private" transaction to clarify that each outstanding Lexent option, whether or
not presently exercisable, will be accelerated, if necessary, and canceled in
consideration for a cash amount equal to the product of (i) the excess, if any,
of the $1.50 merger consideration per share over the applicable exercise price
and (ii) the number of shares subject to such option. It further clarifies that
to the extent that the exercise price of such option is greater than or equal to
$1.50, such option will be terminated and canceled without consideration. The
original Stipulation of Settlement indicated that only vested options that were
in-the-money would be cashed out.
This announcement constitutes neither a solicitation of a proxy, an offer to
purchase nor an offer to sell shares of Lexent. Lexent has filed a preliminary
proxy statement with the Securities and Exchange Commission ("SEC") and intends
to deliver all forms, proxy statements, notices and documents required under
federal and state law with respect to its previously announced proposed merger,
including a definitive proxy statement to be filed with the SEC. Upon completion
of the SEC's review of the preliminary proxy materials filed by Lexent with the
SEC, Lexent will call a special meeting of stockholders to vote on the proposed
merger and will mail to its stockholders definitive proxy materials.
Stockholders are advised to read Lexent's definitive proxy materials before
making any decisions regarding the proposed merger because the definitive proxy
materials will contain important information regarding the proposed merger.
Stockholders may obtain free copies of the proxy materials and other documents
filed by Lexent and the acquirer, LX Merger Corp., with the SEC at the SEC's web
site at
www.sec.gov. The proxy statement and such other documents relating to Lexent may
also be obtained for free by contacting Lexent's principal executive offices,
Three New York Plaza, New York, New York 10004, Telephone Number: (212)
981-0700.
Lexent, its directors, executive officers and certain employees and members of
management, including Hugh J. O'Kane, Jr., Lexent's Chairman, and Kevin M.
O'Kane, Lexent's Chief Executive Officer and Vice Chairman of the Board, may be
considered participants in the solicitation of proxies from Lexent's
stockholders in connection with the proposed merger. These individuals may have
interests in the proposed merger which may differ from or may be in addition to
those of Lexent's stockholders generally. Information regarding such persons and
their interests in Lexent is contained in Lexent's proxy statements and annual
reports on Form 10-K filed with the SEC and are available from the SEC's website
or from Lexent as described above. Additional information regarding those
persons and their interests in the proposed merger is contained in the
preliminary proxy materials and, when they become available, will be contained
in the definitive proxy materials relating to the proposed merger.
ABOUT LEXENT INC.
Leveraging more than fifty years of experience, Lexent (OTCBB: LXNT) is an
infrastructure services company that designs, deploys and maintains fiber optic,
electrical and life safety systems for telecommunications carriers and
enterprise organizations in some of the largest national metropolitan markets.
Supporting the above offerings, Lexent provides a full spectrum of project
management and specialized maintenance services to utility, telecommunications,
real estate, government and large enterprise customers. The Company has offices
in New York, Washington D.C., Long Island, and the states of New Jersey and
Florida. For additional information on the Company, see Lexent's web site at
http://www.lexent.net.
FORWARD-LOOKING STATEMENTS:
This press release contains forward-looking statements, which may be identified
by the use of words such as "believes", "anticipates", "expects", "intends",
"will", "expects", and other similar expressions, including statements regarding
the outcome of the settlement hearing, presently scheduled for October 15, 2003.
These statements are subject to risks and uncertainties that could cause actual
results to differ materially from those anticipated. These risks are more fully
outlined in the Company's Annual Report on Form 10-K for the year ended December
31, 2002 and other SEC filings.
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