Mpower Communications Announces Completion of Holding Company Reorganization
ROCHESTER, NY - June 28, 2001 - Mpower Communications Corp. (AMEX:MPE), a provider of broadband high-speed Internet access and telephony services to business customers, announced today that it has received approval from state telecommunications regulatory authorities to consummate the corporate reorganization of Mpower into a holding company structure.
At Mpower Communications' annual meeting of shareholders on May 24, 2001, the company's shareholders approved the corporate reorganization of Mpower into a holding company structure pursuant to its Amended and Restated Agreement and Plan of Merger dated April 12, 2001.
Effective at 5:00 p.m. today, Mpower Communications will become a wholly owned subsidiary of Mpower Holding Corporation. Mpower Holding will become the publicly held company and all outstanding shares of stock of Mpower Communications (including common stock, 10% Series C Convertible Preferred Stock and 7.25% Series D Convertible Preferred Stock) will be automatically converted into an equal number of shares of common stock, 10% Series C Convertible Preferred Stock and 7.25% Series D Convertible Preferred Stock respectively of Mpower Holding.
The common stock and the 7.25% Series D convertible preferred stock of Mpower Holding will be listed on the NASDAQ National Market and will begin trading at the opening of the market on Friday, June 29, 2001 under the same symbols (MPWR and MPWRP, respectively) as the stock of Mpower Communications.
As a result of the restructuring and in accordance with the terms of the 13% Senior Notes due 2010, Mpower Holding expects that it will become the sole obligor under the Notes, and Mpower Communications would be released as an obligor thereunder, upon satisfying certain preconditions set forth in the Indenture governing the Notes.
The Board of Mpower Holding has also adopted a Shareholder Rights Plan essentially identical to the rights plan adopted by Mpower Communications in December 2000 in order to provide the common shareholders of Mpower Holding with the same rights they had as common shareholders of Mpower Communications. The Rights Plan is designed to deter coercive takeover tactics and to encourage anyone attempting to acquire Mpower Holding to first negotiate with the Board.
About Mpower Holding Corporation
Mpower Holding Corporation (AMEX:MPE) is a facilities-based broadband communications provider offering a full range of data, telephony, Internet access and Web hosting services for small and medium-size business customers. Further information about the company can be found at www.mpowercom.com.
Forward-Looking Statements
Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Mpower Holding cautions investors that certain statements contained in this press release that state Mpower Holding's and/or management's intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. Management wishes to caution the reader these forward-looking statements are not historical facts and are only estimates or predictions. Actual results may differ materially from those projected as a result of risks and uncertainties including, but not limited to, projections of future sales, market acceptance of our product offerings, our ability to secure adequate financing or equity capital to fund our operations and network expansion, our ability to manage rapid growth and maintain a high level of customer service, the performance of our network and equipment, the cooperation of incumbent local exchange carriers in provisioning lines and interconnecting our equipment, regulatory approval processes, changes in technology, price competition and other market conditions and risks detailed from time to time in Securities and Exchange Commission filings of Mpower Holding and Mpower Communications.
