Exhibit 21(a)
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Mpower Communications Adopts Stockholder Rights Plan
ROCHESTER, NY - December 11, 2000 - Mpower Communications Corp. (NASDAQ: MPWR)
announced today that its Board of Directors adopted a Stockholder Rights Plan in
which preferred stock purchase rights will be distributed as a dividend at the
rate of one Right for each share of Common Stock held as of the close of
business on December 11, 2000.
The Rights are designed to guard against partial tender offers and other abusive
tactics that might be used in an attempt to gain control of the Company without
paying all stockholders a fair price for their shares. The Rights Plan will not
prevent takeovers, but is designed to deter coercive takeover tactics and to
encourage anyone attempting to acquire the Company to first negotiate with the
Board.
Each Right will entitle stockholders to buy one one-thousandth of a share of
Series E Preferred Stock of the Company at an exercise price of $36.50. The
Rights will be exercisable only if a person or group acquires beneficial
ownership of 15% or more of the Company's outstanding Common Stock or commences
a tender or exchange offer upon consummation of which a person or group would
beneficially own 15% or more of the Company's outstanding Common Stock. West
Highland Partners, L.P., West Highland Capital, Inc., Mr. Lang H. Gerhand and
Estero Partners, LLC, which collectively own in excess of 15%, may generally
purchase up to an additional 1% without causing the Rights to become
exercisable.
If any person becomes the beneficial owner of 15% or more of the Company's
Common Stock or a holder of 15% or more of the Company's Common Stock engages in
certain self-dealing transactions or a merger transaction in which the Company
is the surviving corporation and its Common Stock remains outstanding, then each
Right not owned by such person or certain related parties will entitle its
holder to purchase, at the Right's then-current exercise price, units of the
Company's Series E Preferred Stock (or, in certain circumstances, Company Common
Stock, cash, property or other securities of the Company) having a market value
equal to twice the then-current exercise price. In addition, if Mpower
Communications is involved in a merger or other business combination
transactions with another person after which its Common Stock does not remain
outstanding, or sells 50% or more of its assets or earning power to another
person, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, shares of common stock of the ultimate parent of
such other person having a market value equal to twice the then-current exercise
price.
Mpower Communications will generally be entitled to redeem the Rights at $0.0001
per Right at any time until the 10th business day following public announcement
that a person or group has acquired 15% or more of the Company's Common Stock.
Certain provisions of the Stockholder Rights Plan are outlined in the attached
letter, which is being mailed to all stockholders.
About Mpower Communications Corp.
Mpower Communications Corp. provides small and medium-size business customers
with a bundle of broadband data and voice communication services. Leveraging its
facilities-based DSL (Digital Subscriber Line) service delivery platform,
Mpower's direct sales force offers data, telephony, Internet access and Web
hosting solutions to customers in 42 markets nationwide. Headquartered in
Rochester, New York, Mpower has more than 2,000 employees. Mpower's common stock
is traded on the Nasdaq National Market under the symbol MPWR. More information
on the company can be found at www.mpowercom.com.
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Forward-Looking Statements
Certain statements contained in this press release that state Mpower
Communications and/or management's intentions, hopes, beliefs, expectations or
predictions of the future are forward-looking statements. Management wishes to
caution the reader these forward-looking statements are not historical facts and
are only estimates or predictions. Actual results may differ materially as a
result of risks and uncertainties including, but not limited to, projections of
future sales, returns on invested assets, regulatory approval processes, market
conditions and other risks detailed from time to time in Mpower's Securities and
Exchange Commission filings.
Investor Relations Inquiries: Media Inquiries:
David S. Clark Michele D. Sadwick
Senior Vice President Vice President
(716) 218-6559 (716) 218-6542
[email protected] [email protected]
Michael R. Daley
Chief Financial Officer
(716) 218-6543
[email protected]
