Frontier says it disagrees with ISS, Glass Lewis recommendations

Frontier Communications Parent (FYBR) issued the following statement in response to reports published by ISS on November 1 and Glass Lewis on November 6 regarding its proposed transaction with Verizon (VZ): “Frontier disagrees with ISS’ and Glass Lewis’ recommendation to “Abstain” from voting on the transaction. Frontier’s Board of Directors believes that Verizon’s all-cash offer of $38.50 per share is highly attractive and creates significant, certain value for stockholders, reflecting a 37% premium to Frontier’s pre-announcement price and an even more significant premium to all other measures of Frontier’s historical stock performance. This outcome was the result of an exhaustive and competitive process that drove a 17% to 28% improvement in value from Verizon’s initial bid range, a significant premium to the only other bidder, and a 60% premium to Frontier’s share price on February 2, 2024, the last trading day prior to the Frontier’s Board and management team’s announcement of a formal and comprehensive review process of all opportunities to unlock shareholder value. Following this process, the Strategic Review Committee and Board unanimously and unequivocally believe the Verizon transaction is in the best interest of stockholders. The proposed transaction presents superior value over all other potential paths, including Frontier’s standalone plan, offers value certainty at a significant premium and insulates stockholders from potential downside. Since the announcement of the transaction, Frontier has been in close communication with Verizon and has received every indication that there will be no change to the merger consideration. An abstention from voting is effectively a vote against the deal. If the transaction is voted down by Frontier stockholders at the special meeting, the merger agreement may be terminated immediately by either Verizon or Frontier without penalty. If Frontier stockholders decline to approve the proposed transaction on November 13, Frontier will return its full attention to its standalone plan. The Board continues to recommend that stockholders vote “FOR” the proposed transaction at Frontier’s special meeting on November 13, 2024.”