Georgia's Knology Acquired by Cable Provider WOW! for $1.5B

Press release from the issuing company

Wednesday, April 18th, 2012

WOW! Internet, Cable & Phone, a competitive provider of residential and commercial high-speed Internet, cable television and telephone services which is controlled by Avista Capital Partners, and Knology, Inc., today jointly announced a definitive merger agreement under which a subsidiary of WOW! will acquire Knology in an all-cash transaction. Knology is a leading provider of interactive communications and entertainment services in ten markets in the southeastern United States and three markets in the midwestern United States.

Under the terms of the agreement, WOW! will acquire all of the outstanding shares of Knology for $19.75 per share in cash, representing a premium of approximately 34% over Knology's average closing share price during the 3-month period prior to media reports on Knology's sales process. The total transaction value is approximately $1.5 billion. The Board of Directors of Knology, acting on the unanimous recommendation of a Transaction Committee of the Board, unanimously approved the transaction, which is expected to close after receipt of approval by Knology's stockholders and satisfaction of customary closing conditions and regulatory approvals. The transaction is not subject to any financing conditions.

"Our two companies have much in common. We share similar beliefs in how employees and customers should be treated, and we both know how to succeed in competitive environments. WOW! and Knology are a natural fit; together, our people, network and operating infrastructure will combine to provide a strong platform for continued growth," said Colleen Abdoulah, WOW! Chief Executive Officer and Chairwoman of the Board.

"Since its founding in 1995, Knology has been a leader in the communities we serve," said Knology Chief Executive Officer and Chairman of the Board, Rodger Johnson. "We are proud of our team's accomplishments over the years, from our company-wide focus on serving our residential and commercial customers to the creation of significant shareholder value. We look forward to working with WOW! to build an even stronger business."

"We've always thought highly of Knology's operations and innovative thinking, and we believe that our systems are highly complementary. We are very excited about this opportunity to invest in and expand our geographic reach, and we look forward to welcoming Knology's employees and customers into the WOW! family," said WOW! President and Chief Financial Officer Steven Cochran.

WOW! operates in Michigan, Illinois, Ohio and Indiana, while Knology serves the southeastern and midwestern United States. The combined entity will have over 800,000 customers, and its products and services will be available to more than 2.8 million households in 13 states.

In connection with the transaction, Credit Suisse and BofA Merrill Lynch acted as the financial advisors to the Transaction Committee of Knology's Board of Directors and Hogan Lovells US LLP acted as its legal advisor. Alston & Bird LLP acted as legal advisor to Knology. Morgan Stanley acted as sole financial advisor and Kirkland & Ellis LLP acted as legal advisor to WOW!. Credit Suisse, Morgan Stanley, RBC Capital Markets, SunTrust Robinson Humphrey and Bank of Tokyo-Mitsubishi UFJ have provided fully committed debt financing in connection with the transaction.