UNITED STATED SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-12
| ENVENTIS CORPORATION |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
| FOR IMMEDIATE RELEASE | Contact: Jennifer Spaude, Enventis |
| Ph: 507-386-3765 |
Enventis Declares Special Cash Dividend
MANKATO, Minn., September 22, 2014 — Enventis Corporation (NASDAQ: ENVE) today announced its Board of Directors voted to declare a special dividend of $0.074 per share of Enventis stock. The dividend is payable on October 15, 2014 for shareholders of record on October 2, 2014.
As Enventis prepares for the merger with Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) during the fourth quarter of 2014, it is declaring a special dividend to align Enventis shareholders dividends with the current CNSL dividend policy. In accordance with the current CNSL dividend policy and subject to the discretion of and declaration by the CNSL board of directors, the first dividend Enventis shareholders would receive as shareholders of CNSL would be payable Feb. 1, 2015 (for November and December 2014 and January 2015) for shareholders of record on Jan. 15, 2015. The CNSL board of directors has declared dividends of $0.38738 per share of CNSL’s common stock for 37 consecutive quarters.
Enventis has suspended its automatic dividend reinvestment plan pending completion of the merger with Consolidated Communications and participants in this plan will receive the cash dividend payment instead of shares of Enventis common stock.
CNSL’s policy, which is subject to the discretion of CNSL’s board of directors, has been to consistently pay its dividend on a quarterly basis as follows: payable Feb. 1 for shareholders of record as of Jan. 15, payable May 1 for shareholders of record as of April 15, payable Aug. 1 for shareholders of record as of July 15, payable November 1 for shareholders of record as of Oct. 15.
About Enventis
Enventis (NASDAQ: ENVE) is a leading provider of advanced communication solutions including data, cloud and IT services to businesses throughout the upper Midwest. The company also provides residential broadband services in select southern Minnesota and northwest Iowa communities. The Enventis fiber network spans more than 4,200 route miles across Minnesota and into Iowa, North Dakota, South Dakota and Wisconsin. The company has 520 employees with corporate headquarters located in Mankato, Minn. and a 116-year track record of stability. Learn more about Enventis at www.enventis.com.
Additional Information
This communication relates to the proposed merger transaction pursuant to the terms of the Agreement and Plan of Merger, dated as of June 29, 2014, among Enventis Corporation (“Enventis”), Consolidated Communications Holdings, Inc. (“Consolidated”) and Sky Merger Sub Inc., a wholly-owned subsidiary of Consolidated.
Consolidated has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 in connection with the proposed merger transaction that includes the preliminary proxy statement of Enventis, which also constitutes a prospectus of Consolidated. The Form S-4 was declared effective by the SEC on August 22, 2014. Enventis mailed to its shareholders the definitive joint proxy statement/prospectus regarding the proposed merger transaction on August 28, 2014. Enventis urges investors and security holders to read the joint proxy statement/prospectus (including all amendments and supplements to it) and other documents relating to the merger transaction, because they contain important information about Enventis, Consolidated and the proposed transaction. Investors and security holders may obtain a free copy of the Form S-4 and the joint proxy statement/prospectus and other documents relating to the merger transaction from the SEC’s website at www.sec.gov, Enventis’ website at www.enventis.com and Consolidated’s website at www.consolidated.com. In addition, copies of the preliminary joint proxy statement/prospectus and such other documents may be obtained from Enventis free of charge by directing a request to Enventis Corporation, 221 East Hickory Street, P.O. Box 3248, Mankato, MN 56002-3248, Attn: Investor Relations, telephone: (507) 387-3355.
Certain Information Regarding Participants
Enventis and its directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from Enventis’ shareholders with respect to the proposed merger transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in the proposed merger transaction in the joint proxy statement/prospectus that was included in the registration statement on Form S-4 filed by Consolidated. Copies of the Form S-4 and the joint preliminary proxy statement/prospectus may be obtained free of charge as set forth in the previous paragraph.
# # #