Cogent Communications Announces Conversion of Preferred Shares into Common Shares
28 1월 2005 - 12:09AM
PR Newswire (US)
Cogent Communications Announces Conversion of Preferred Shares into
Common Shares WASHINGTON, Jan. 27 /PRNewswire-FirstCall/ -- Cogent
Communications Group, Inc. (AMEX:COI) announced today that its
preferred stockholders have agreed in principal to convert all of
the outstanding shares of Cogent's convertible preferred stock into
common stock. The agreement is subject to regulatory approval,
completion of internal review by the parties, and execution of the
agreement. (Logo:
http://www.newscom.com/cgi-bin/prnh/20020204/DCM032LOGO ) Upon
conversion of the preferred stock, Cogent outstanding common shares
will increase to approximately 650 million shares from the 17
million current outstanding common shares. The conversion of the
preferred stock will eliminate the preferred stockholders' right to
receive a preferential distribution of approximately $292 million
in any sale or liquidation of the Company. In connection with the
conversion, the holders of preferred stock plan to enter into an
agreement to restrict the selling of the common stock held by such
preferred stockholders for six months. The lock-up agreement could
be terminated early in the event of an underwritten public offering
of Cogent's stock or upon the agreement of the Company and all of
the stockholders party to the agreement. Under the agreement, the
stockholders would sell no more than 0.33% of Cogent's outstanding
common stock, i.e. approximately 2 million shares, in any one-month
period for a total of 2% (approximately 13 million shares) over the
six-month lock-up period. The Company said that the conversion will
result in a simpler and more transparent equity structure, with a
single class of outstanding Cogent shares. Following execution of
the agreement the conversion will occur upon the expiration of the
waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvements Act. The company expects that the agreement to convert
will be fully executed by February 4, 2005 and that
Hart-Scott-Rodino clearance will be received in 4-6 weeks
thereafter. About Cogent Communications Cogent Communications
(AMEX:COI) is a multinational, Tier 1 facilities- based ISP that
specializes in providing businesses with high speed Internet access
and point-to-point transport services. Cogent's facilities-based,
all- optical IP network backbone spans 11 countries and provides IP
services in over 85 markets located in North America and Europe.
Since Cogent's inception, Cogent has exploited the benefits that IP
technology provides, building one of the largest and highest
capacity IP networks in existence. This network enables Cogent to
offer large bandwidth connections at highly competitive prices.
Network ownership also enables Cogent to offer superior customer
support through the ability to control service delivery and network
monitoring end-to-end. Cogent Communications is headquartered at
1015 31st Street, NW, Washington, D.C. 20007. For more information,
visit http://www.cogentco.com/. Cogent Communications can be
reached in the United States at (202) 295-4200 or via email at .
Information in this release may involve expectations, beliefs,
plans, intentions or strategies regarding the future. These
forward-looking statements involve risks and uncertainties. All
forward-looking statements included in this release are based upon
information available to Cogent Communications Group, Inc. as of
the date of the release, and we assume no obligation to update any
such forward-looking statement. The statements in this release are
not guarantees of future performance and actual results could
differ materially from our current expectations. Numerous factors
could cause or contribute to such differences. Some of the factors
and risks associated with our business are discussed in Cogent's
registration statements filed with the Securities and Exchange
Commission and in its other reports filed from time to time with
the SEC. http://www.newscom.com/cgi-bin/prnh/20020204/DCM032LOGO
http://photoarchive.ap.org/ DATASOURCE: Cogent Communications
Group, Inc. CONTACT: For Public Relations: Jeff Henriksen,
+1-202-550-5493, , or for Investor Relations: Reid Zulager,
+1-202-295-4274, , both of Cogent Communications Group, Inc. Web
site: http://www.cogentco.com/
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