Consolidated Communications Ratifies Merger Agreement Amidst Legal Action

Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) took a significant step to address uncertainties related to a legal complaint by plaintiff Thomas C. Longman. The Verified Class Action Complaint, filed in the Court of Chancery of the State of Delaware on July 31st, 2024, raised concerns regarding the approval process of the Merger Agreement in the case of Longman v. Consolidated Communications Holdings, Inc., et al.

In response to these allegations, Consolidated Communications Holdings and its Board of Directors took action to ratify the Merger Agreement and the Company’s entry into the agreement on December 20th, 2024. Despite maintaining that all protocols were followed appropriately in accordance with Delaware law, the Board opted to eliminate any ambiguity stemming from the legal challenge by formalizing their approval under Section 204 of the Delaware General Corporation Law.

To address the concerns raised by the plaintiff, Consolidated Communications issued a Notice of Ratification, outlining the Board’s approval of potentially defective corporate acts, as specified in the Ratification. The Notice, in compliance with Section 204(g) of the DGCL, serves to clarify the Board’s stance on the Merger Agreement and aims to provide transparency to shareholders regarding the ratification process.

The plaintiff’s complaint alleged discrepancies in the approval process of the Merger Agreement, citing omissions in crucial terms and exhibits. Notwithstanding the Board’s belief that the Merger Agreement was sanctioned correctly, the decision to formalize the ratification was made to offer clarity and assurance to stakeholders, as well as to address any potential legal contentions raised in the lawsuit.

The Company’s filing with the Securities and Exchange Commission indicates its commitment to regulatory compliance and transparency in addressing legal actions that may impact its corporate operations and strategic decisions. The notice also sets a 120-day period for any challenges or claims disputing the Ratification, providing a window for further legal responses or resolutions related to the underlying allegations.

Consolidated Communications Holdings underscored its dedication to upholding governance standards and ensuring the interests of its shareholders by ratifying the Merger Agreement. The Company’s actions reflect a proactive approach to addressing legal challenges and fostering confidence in its corporate processes amidst legal scrutiny.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Consolidated Communications’s 8K filing here.

Consolidated Communications Company Profile

Consolidated Communications Holdings, Inc, together with its subsidiaries, provides broadband and business communication solutions for consumer, commercial, and carrier channels in the United States. It offers high-speed broadband Internet access, SIP trunking, and voice over Internet protocol (VoIP) phone services; commercial data connectivity services in various markets, including Ethernet services, private line data services, software defined wide area network, and multi-protocol label switching services; networking services; cloud-based services; and data center and disaster recovery solutions.