North Pittsburgh Systems Inc-Filing of certain prospectuses & communications for business combination transactions (425)
01 11월 2007 - 3:47AM
Edgar (US Regulatory)
Filed by North Pittsburgh Systems, Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: North
Pittsburgh Systems, Inc.
File No. of Related Registration Statement: 333-146131
On October 31, 2007, North Pittsburgh Systems, Inc. mailed the following letter to certain of its shareholders.
YOUR VOTE AT OUR NOVEMBER 13, 2007 MEETING OF SHAREHOLDERS IS
EXTREMELY IMPORTANT!
PLEASE VOTE
YOUR SHARES TODAY!
October 31, 2007
Dear fellow shareholder:
North Pittsburghs shareholders meeting November 13, 2007 is very important.
As described in detail in the proxy statement/prospectus dated October 9, 2007
, which we mailed to you earlier this month, North Pittsburgh
has entered into a merger agreement, dated as of July 1, 2007, pursuant to which North Pittsburgh would become a wholly owned subsidiary of Consolidated Communications Holdings, Inc., a Delaware corporation, and the outstanding shares of North
Pittsburgh common stock would each be converted into the right to receive, at the holders election, either (i) $25.00 in cash, without interest, or (ii) 1.1061947 shares of Consolidated common stock (including cash in lieu of any
fractional share of Consolidated common stock), subject to proration to ensure that 80% of the North Pittsburgh shares are converted into the right to receive cash and 20% of the North Pittsburgh shares are converted into the right to receive
Consolidated common stock.
North Pittsburgh shareholders approval and adoption of the merger agreement is a condition to the closing
of the transaction, and
North Pittsburgh shareholders are being asked to consider and vote upon the merger agreement
.
Your vote for
the shareholders meeting has not been received.
Please take a moment now and cast your vote
by completing, dating and signing the enclosed duplicate proxy card and returning it in the enclosed return envelope. Alternatively, you may
vote by telephone or over the Internet by following the instructions set forth on the proxy card. If you have any questions or need assistance in voting your North Pittsburgh shares, please call North Pittsburghs proxy solicitors, MacKenzie
Partners, Inc., collect at (212) 929-5500 or toll-free at (800) 322-2885.
Your North Pittsburgh Board of Directors has
unanimously determined that the merger agreement is advisable and in the best interests of North Pittsburgh and its shareholders and recommends that North Pittsburgh shareholders vote FOR the approval and adoption of the merger
agreement.
You are urged to read the proxy statement/prospectus, which contains important information, including detailed risk
factors. If you need another copy of the proxy statement/prospectus, it is available free of charge on the Securities and Exchange Commissions website at www.sec.gov, or you can obtain a copy, without charge, by calling MacKenzie Partners,
Inc. collect at (212) 929-5500 or toll-free at (800) 322-2885.
Thank you for your cooperation and continued support.
Sincerely,
Harry R. Brown
President and Chief Executive Officer
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Proxy Solicitation
North Pittsburgh and Consolidated, and certain of their respective directors, executive officers and other members of management and employees are
participants in the solicitation of proxies in connection with the proposed transactions.
Information about the directors and executive
officers of North Pittsburgh is set forth in the proxy statement/prospectus and North Pittsburghs Annual Report on Form 10-K for the year ended December 31, 2006, as amended. Information about the directors and executive officers of
Consolidated is set forth in the proxy statement for Consolidateds 2007 annual meeting of shareholders. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the
definitive proxy statement/prospectus.
North Pittsburgh Systems (MM) (NASDAQ:NPSI)
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