In a DFAN14A filing on North Pittsburgh Systems (Nasdaq:
NPSI), 7% holder Phillip Goldstein/Bulldog Investors disclosed a new letter for the company again urging them to sell. The firm said based on the valuation of Windstream's (NYSE:
WIN) purchase of CT Communications (Nasdaq:
CTCI), NPSI is worth $28.50-$31 per share to a strategic buyer. Shares of NPSI are currently at $20.18.
From the Letter, "We reiterate our view that delaying the inevitable, i.e. a sale of NPSI, is putting shareholders at risk of permanent capital loss. We believe there is significant shareholder support for a sale of NPSI especially in light of the stock's recent weakness. We would like to avoid the disruption of a proxy contest but we cannot idly sit by while NPSI's value deteriorates."
A Copy of the Letter:
Dear Mr. Brown: (CEO)We are writing to bring to your attention the recentannouncement by CT Communications, Inc. ("CTCI") that it hasentered into an agreement to merge with Windstream Corporation("WIN"). WIN is purchasing CTCI for $31.50 per share, a 46%premium to CTCI's closing price the day before the announcement.This is yet another recent example of the acceleratingconsolidation taking place in the RLEC industry.At $31.50 per share, WIN is paying approximately $3,700 per access line and 10.1x LTM EBITDA for CTCI. Based on these metrics, and using some conservative assumptions with respect toits wireless assets, we think a strategic buyer of NPSI could pay $28.50 to $31.00 per share for the company. This represents a premium of 46% to 59% to NPSI's current market price of $19.46per share. As you are no doubt aware, Winstream has contiguous assets with NPSI and would certainly be in a position to pay an attractive multiple for NPSI given the potential cost synergies of such a merger.We reiterate our view that delaying the inevitable, i.e. a sale of NPSI, is putting shareholders at risk of permanent capital loss. We believe there is significant shareholder support for a sale of NPSI especially in light of the stock's recent weakness.We would like to avoid the disruption of a proxy contest but we cannot idly sit by while NPSI's value deteriorates.Sincerely,Andrew DakosManaging MemberFull Value Advisors LLCGeneral PartnerLabels: Andrew Dakos, Bulldog Investors, North Pittsburgh Systems, NPSI, Phillip Goldstein
Phillip Goldstein/Bulldog Investors activist target North Pittsburgh Systems (Nasdaq: NPSI) announced today an agreement to be acquired by Consolidated Communications (Nasdaq: CNSL) for $25 per share in a taxable cash and stock transaction with a total consideration of $375.1 million.
