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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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CINCINNATI BELL INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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The following email was sent to certain employees of Cincinnati Bell Inc., (the
“Company”) on
January 24, 2020.
To: All Employees
From: Leigh Fox
Re: Important communication from Leigh Fox
***
To Employees:
This morning, Cincinnati Bell announced that
the company has received a non-binding proposal from an infrastructure fund to acquire our outstanding shares of common stock for $12 per share in cash.
As you know, Cincinnati Bell announced in December that we entered into a definitive agreement to be acquired by a different infrastructure fund, Brookfield Infrastructure, for $10.50 per share in cash.
I want to make sure that all employees are aware of this morning’s announcement and understand what it means.
First, the Cincinnati Bell Board of Directors has a fiduciary responsibility to engage in discussions with this second fund, which is not being publicly named, to learn more about its non-binding proposal.
Second, the Brookfield agreement remains in effect, and the Cincinnati Bell Board of Directors has reaffirmed its existing recommendation in support of the Brookfield transaction.
Finally, and most importantly, this development has no impact on our operations, which will continue to function business-as-usual, and there is no impact on your day-to-day responsibilities. The most important thing you can do is to continue
performing your roles at the highest level.
There is no set timeline of what will or will not happen. Of course, I will share additional information with you as it becomes available.
Thank you for everything that you do on behalf of Cincinnati Bell, CBTS, Hawaiian Telcom and our customers.
Leigh Fox
President and CEO
Cincinnati Bell Inc.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Cincinnati Bell by Brookfield Infrastructure. In connection with the proposed acquisition, Cincinnati Bell intends
to file relevant materials with the United States Securities and Exchange Commission (the “
SEC”), including Cincinnati Bell’s proxy statement in preliminary and definitive form.
Shareholders of Cincinnati Bell
are urged to read all relevant documents filed with the SEC, including Cincinnati Bell’s proxy statement when it becomes available, because they will contain important information about the proposed transaction and the parties to the proposed
transaction. Investors and shareholders are able to obtain the documents (once available) free of charge at the SEC’s
website at
www.sec.gov, or free of charge from Cincinnati Bell at
investor.cincinnatibell.com or by
directing a request to Cincinnati Bell’s Investor Relations Department at 1-
800-345-6301 or
investorrelations@cinbell.com, and Brookfield Infrastructure’s annual reports on Form 20-F, reports on Form 6-K and amendments to those reports filed
or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through Brookfield Infrastructure’s
website at
https://bip.brookfield.com/, in each case, as soon as reasonably practicable
after they are electronically filed with, or furnished to, the SEC.
Participants in the Solicitation
Cincinnati Bell and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be
“participants” in the solicitation of proxies from shareholders of Cincinnati
Bell in favor of the proposed transaction. Information about Cincinnati Bell’s directors and executive officers is set forth in Cincinnati Bell’s Proxy Statement on Schedule 14A for its 2019 Annual Meeting of Shareholders, which was filed with the
SEC on
March 19, 2019, and its Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, which was filed with the SEC on
February 22, 2019. These documents may be obtained free of charge from the sources indicated above. Additional
information regarding the interests of these participants which may, in some cases, be different than those of Cincinnati Bell’s shareholders generally, will also be included in Cincinnati Bell’s proxy statement relating to the proposed transaction,
when it becomes available.
Cautionary Statement Regarding Forward-Looking Statements
Certain of the statements in this communication contain forward-looking statements regarding future events and results that are subject to the
“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other
than statements of historical facts, are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs
and assumptions of our management. Words such as
“expects,” “anticipates,” “predicts,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “will,” “may,” or variations of such words and similar
expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of future financial performance, anticipated growth and trends in businesses, and other characterizations of future events or
circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual results to differ
materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: (i) the risk that the proposed merger with Brookfield Infrastructure may not
be completed in a timely manner or at all; (ii) the failure to receive, on a timely basis or otherwise, the required approval of the proposed merger with Brookfield Infrastructure by Cincinnati Bell’s shareholders; (iii) the possibility that
competing offers or acquisition proposals for Cincinnati Bell will be made; (iv) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived, including the failure to receive any required
regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the
transaction, including in circumstances which would require Cincinnati Bell to pay a termination fee or other expenses; (vi) the effect of the announcement or pendency of the transaction on Cincinnati Bell’s ability to retain and hire key personnel,
its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (vii) risks related to diverting management’s attention from Cincinnati Bell’s ongoing
business operations; (viii) the risk that shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability and (ix) for Cincinnati Bell, (A) those discussed in Cincinnati Bell’s
Annual Report on Form 10-K for the fiscal year ended
December 31, 2018 and, in particular, the risks discussed under the caption
“Risk Factors” in Item 1A, and those discussed in Brookfield Infrastructure’s most recent Annual Report on Form 20-F
filed with the Securities and Exchange Commission on
February 28, 2019 and, in particular, the risks discussed under the caption
“Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of operations.”, and (B)
those discussed in other documents Cincinnati Bell filed with the Securities and Exchange Commission. Actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither Cincinnati Bell nor Brookfield
Infrastructure undertake any, and expressly disclaim any, obligation to revise or update any forward-looking statements for any reason, except as required by applicable law.
