CINCINNATI--(BUSINESS WIRE)--Apr. 16, 2018--
Cincinnati Bell Inc. (NYSE:CBB), today announced that Institutional
Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”),
leading independent proxy advisory firms, have recommended that
Cincinnati Bell shareholders vote the WHITE proxy card FORALL
the Company’s highly qualified and experienced director nominees
standing for election at the annual meeting of shareholders to be held
on May 1, 2018.
ISS and Glass Lewis both observed that GAMCO has not made a compelling
case that change at the board level is warranted. In its April 16, 2018
report, ISS concluded that:
“As the dissident has not made a compelling case that change is
warranted at the board level, votes FOR all management nominees on the
WHITE card are warranted.”
Concerning the dissident’s opposition to the Hawaiian Telcom
transaction, ISS added:
“GAMCO's limited disclosure makes it difficult for other shareholders
to properly assess its case, given that its public critique is limited
to a sole paragraph, which includes one sentence on the [Hawaiian
Telcom] acquisition itself, with no analysis to support the
dissident's underlying opposition to the transaction.”
Additionally, in its April 12, 2018 report, Glass Lewis specifically
“GAMCO has not demonstrated, in our opinion, how the election of any
of its nominees in place of the incumbents it has left off its slate
would result in a potentially superior outcome for shareholders.”
Furthermore, Glass Lewis noted its support for the Company’s
transformation strategy and recent acquisitions initiated by the board,
“The board has provided shareholders with detailed information
regarding the Company's transformation strategy… In our view, [the
Hawaiian Telcom and OnX] acquisitions are in line with the Company's
transformation and growth strategy as it seeks to build two businesses
which leverage the Company's strengths and experience, capitalize on
market opportunities and trends, enhance revenues and cash flows and
lead to a higher market valuation, and ultimately deliver greater
shareholder value and returns.”
“We are very pleased that ISS and Glass Lewis have recommended that
shareholders vote for all Cincinnati Bell’s highly qualified and
experienced director nominees. ISS and Glass Lewis’ recommendations
reaffirm our strong belief that Cincinnati Bell has the right board and
the right strategy in place to deliver long-term growth and sustained
shareholder value creation,” said Phil Cox, Chairman of the board of
Cincinnati Bell shareholders are reminded that their vote is extremely
important, no matter how many or how few shares they own. Cincinnati
Bell urges shareholders to follow ISS and Glass Lewis’ recommendations
and vote FOR ALL the Company’s director nominees – Phillip R.
Cox, John W. Eck, Leigh R. Fox, Jakki L. Haussler, Craig F. Maier,
Russel P. Mayer, Theodore H. Torbeck, Lynn A. Wentworth and Martin J.
Yudkovitz – on the WHITE proxy card today.
Shareholders can vote by completing, dating and signing the
Company-provided WHITE proxy card, or by telephone or the
internet by following the instructions on the WHITE proxy card.
Shareholders are urged to discard any blue proxy card or voting
instruction card they may receive from GAMCO. Shareholders who have
already returned a blue proxy card can change their vote by signing,
dating and returning a WHITE proxy card today. Only the
latest-dated proxy card counts.
If you have questions or need assistance voting your shares please
INNISFREE M&A INCORPORATED
For more information about Cincinnati Bell’s annual meeting of
shareholders, please visit: http://investor.cincinnatibell.com/sec-filings.
About Cincinnati Bell Inc.
With headquarters in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:CBB)
provides integrated communications solutions - including local and long
distance voice, data, high-speed Internet and video - that keep
residential and business customers in Greater Cincinnati and Dayton
connected with each other and with the world. In addition, enterprise
customers across the United States and Canada rely on CBTS and OnX,
wholly-owned subsidiaries, for efficient, scalable office communications
systems and end-to-end IT solutions. For more information, please visit www.cincinnatibell.com.
The information on the Company’s website is not incorporated by
reference in this press release.
Important Additional Information
Cincinnati Bell, its directors and certain of its executive officers may
be deemed to be participants in the solicitation of proxies from
Cincinnati Bell shareholders in connection with the matters to be
considered at Cincinnati Bell’s 2018 annual meeting. Cincinnati Bell has
filed a proxy statement and WHITE proxy card with the U.S. Securities
and Exchange Commission (the “SEC”) in connection with any such
solicitation of proxies from Cincinnati Bell shareholders. CINCINNATI
BELL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT
AND ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Information regarding Cincinnati
Bell’s directors and executive officers is available in Cincinnati
Bell’s proxy statement, dated March 16, 2018, for its 2018 annual
meeting. To the extent holdings of Cincinnati Bell’s securities by
directors or executive officers have changed since the amounts set forth
in the 2018 proxy statement, such changes have been or will be reflected
on Initial Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. More detailed
information regarding the identity of potential participants, and their
direct or indirect interests, by security holdings or otherwise, is set
forth in the proxy statement and other materials to be filed with the
SEC in connection with Cincinnati Bell’s 2018 annual meeting. Additional
information can also be found in Cincinnati Bell’s Annual Report on Form
10-K for the year ended December 31, 2017, filed with the SEC on
February 26, 2018, and in Cincinnati Bell’s Quarterly Reports on Form
10-Q. Cincinnati Bell’s shareholders will be able to obtain, free of
charge, any proxy statement, any amendments or supplements to the proxy
statement and any other documents filed by Cincinnati Bell with the SEC
at the SEC’s website at http://www.sec.gov.
In addition, copies will be available free of charge at Cincinnati
Bell’s website at investor.cincinnatibell.com or by contacting
Cincinnati Bell’s Investor Relations by mail at Cincinnati Bell Inc.,
221 East Fourth Street, Cincinnati, Ohio 45202.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180416006250/en/
Source: Cincinnati Bell Inc.
Cincinnati Bell Inc.
Jane Weiler, 513-397-9941