Journal Communications and Q-Comm Corporation Announce Definitive Agreement for Q-Comm to Acquire Journal's Norlight Telecommunications Subsidiary
MILWAUKEE & EVANSVILLE, Ind., Nov 13, 2006 (BUSINESS WIRE) -- Journal Communications, Inc. (NYSE:JRN) and Q-Comm Corporation announced today that they have signed a definitive agreement in which Q-Comm will acquire 100% of the stock of Journal's telecommunications subsidiary, Norlight Telecommunications, Inc., for $185 million, subject to certain working capital and long-term liability adjustments. Net proceeds, after taxes and transaction expenses, are expected to be approximately $125 - $130 million.
The sale, which is subject to federal and state regulatory approvals, is expected to take approximately four to six months to complete.
Q-Comm Corporation is a facilities-based, total communications company that operates through its wholly-owned subsidiaries; the combined companies provide services to almost 30,000 residential and business customers throughout the Midwest.
On April 25, 2006, Journal Communications had announced plans to spin-off Norlight to its shareholders through a pro-rata distribution of all of Norlight's shares to Journal Communications' shareholders. As a result of the pending sale, the spin-off will not occur.
"While we had intended to spin-off Norlight as an independent public company, we recently were presented with an opportunity to maximize value for our shareholders, as well as to partner Norlight with a vibrant telecommunications company with assets contiguous to Norlight's network," said Steven J. Smith, chairman and chief executive officer of Journal Communications. "Norlight brings to Q-Comm a talented and experienced management team, a quality network and a strong 'Guardians of Data' brand as well as an exceptional group of customer-focused employees.
"The sale of Norlight improves Journal's flexibility and allows us to focus on our diversified local media businesses. After immediately using proceeds to pay down debt, we will evaluate various alternatives for enhancing long-term shareholder value."
Al Cinelli, chairman of the board of Q-Comm Corporation, commented, "Due to the efforts of our hard working Associates, Q-Comm has a history of strong and steady growth. The Norlight acquisition will enable us to fulfill our vision of further expanding our network footprint and increasing the number of services we provide.
"We are very excited to have Norlight join our company. There are significant compatibilities between the operations and services provided by the respective organizations, and our corporate cultures mesh well together. In addition, our products, skill sets and network footprints are complementary. We foresee that the combination of these companies will result in added value to our customers and shareholders."
For Journal Communications' accounting purposes, Norlight will be treated as discontinued operations beginning in the fourth quarter of 2006.
Morgan Stanley and Robert W. Baird & Co. advised Journal Communications on the transaction.
Daniels & Associates, L.P. advised Q-Comm Corporation on the transaction.
Forward-looking Statements This press release contains certain forward-looking statements related to our businesses that are based on our current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties, including changes in advertising demand and other economic conditions that could cause actual results to differ materially from the expectations expressed in forward-looking statements. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Our written policy on forward-looking statements can be found on page 1 of our most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission.
About Norlight Telecommunications
Norlight Telecommunications, headquartered in Brookfield, Wisconsin, is a facilities-based communications company with over 30 years of experience providing network and IP&E services to wholesale and commercial customers in the upper Midwest. We have a strong brand as the "Guardians of Data" and a reputation for customer satisfaction and for providing customized communication solutions to our customers. We have regional sales offices in Green Bay and Madison, Wisconsin; Chicago, Illinois; Grand Rapids, Lansing and Plymouth, Michigan; Minneapolis/St. Paul, Minnesota; and Indianapolis, Indiana.
About Q-Comm Corporation
The operating subsidiaries of Q-Comm Corporation have a 35+ year track record of providing cutting-edge telecommunications services to the Midwest. Its holdings include a CLEC and a fiber-to-the-premise over-builder. The CLEC provides voice and data services in 15 markets. In 2006, the company launched its over-builder business in one Indiana community, with a bundled voice, video, data and security service offering. It has a second Indiana community under construction. The operating subsidiaries of Q-Comm Corporation have their principal offices in Evansville, Indiana and Overland Park, Kansas.
About Journal Communications
Journal Communications, Inc., headquartered in Milwaukee, Wisconsin, was founded in 1882. We are a diversified media and communications company with operations in publishing, radio and television broadcasting, telecommunications and printing services. We publish the Milwaukee Journal Sentinel, which serves as the only major daily newspaper for the Milwaukee metropolitan area, and about 80 community newspapers and shoppers in eight states. We own and operate 36 radio stations and nine television stations in 12 states and operate two television stations under local marketing agreements. Through our telecommunications segment, we own and operate a regional fiber optic network in the upper Midwest, provide integrated data communications solutions for small and mid-size businesses and offer network transmission solutions for other service providers. We also provide a wide range of commercial printing services - including printing of publications, professional journals and documentation material - as well as electronic publishing, kit assembly and fulfillment. In addition, we operate a direct marketing services business.