Cumberland-based Cbeyond Inc. announced that at its annual meeting of stockholders held Wednesday that the stockholders overwhelmingly approved the merger agreement by and among Birch Communications Inc., Cbeyond and a wholly owned subsidiary of Birch.
Approximately 97.4 percent of the shares voting at the annual meeting were voted in favor of the adoption of the merger agreement, which represented approximately 83.9 percent of Cbeyond’s total outstanding shares of common stock as of June 2, the record date for the annual meeting.
The Cbeyond stockholders also with at least a majority of the votes cast in favor:
- Voted affirmatively for a non-binding, advisory resolution on certain compensation payable or that may become payable to Cbeyond’s named executive officers in connection with the merger;
- Elected both of the Class III nominees for director, James F. Geiger and Kevin Costello, to hold office until the effective time of the merger, or, if the merger is not completed, with a term to expire in 2017;
- Ratified the appointment of Ernst & Young LLP as Cbeyond’s independent registered public accounting firm for the fiscal year ending Dec. 31; and
- Voted affirmatively for a non-binding, advisory resolution on the compensation that was paid to Cbeyond’s named executive officers.
As previously announced on April 21, Birch and Cbeyond entered into a definitive agreement under which Birch will acquire Cbeyond in an all-cash merger transaction valued at approximately $323 million.
Upon the closing of the merger transaction, Cbeyond will become a wholly owned subsidiary of Birch and the Cbeyond stockholders — other than Cbeyond stockholders that have exercised rights of appraisal — will be entitled to receive the per share merger consideration for each share of Cbeyond common stock owned at the time of the merger transaction’s closing.
Based on the information available as of Wednesday, Cbeyond believes the per share merger consideration in the merger will be $10. Cbeyond expects the merger transaction to close on or around July 18, subject to the satisfaction of the closing conditions set forth in the merger agreement.
Cbeyond Inc., the technology ally for small and mid-sized businesses, enables its customers to focus on their core business activities by taking the burden of IT infrastructure management.