Filed
by
Consolidated Communications Holdings, Inc.
pursuant
to Rule 425 under the Securities Act of 1933,
as
amended, and
deemed filed pursuant to Rule 14a-12
under
the
Securities Exchange Act of 1934, as amended
Subject
Company: North Pittsburgh Systems, Inc.
Commission
File No.: 0-13716
July
3,
2007
To
All
North Pittsburgh Systems Employees,
We
were
very pleased to announce the merger agreement reached between North Pittsburgh
Systems, Inc. and Consolidated Communications. With each company having more
than a century of experience, there are parallel histories of rich tradition,
growth and investments in technology.
In
the
joint news release distributed yesterday, we communicated many reasons why
we
found North Pittsburgh attractive and a good fit for Consolidated. You have
built a strong reputation with your customers and the communities you serve.
With your investment in an advanced fiber network, you have positioned the
company well to layer on IPTV and offer triple-play bundles. With
our
experience in deploying IPTV in Illinois and Texas, we believe these to be
complementary strengths. Overall,
North Pittsburgh has a solid base and as a combined company we can better
compete and achieve the business’ full growth potential.
Let
me
congratulate you on your success as a company to date. We hope to build on
this
foundation by continuing the same customer focus and commitment, while offering
new innovative services, such as IPTV.
Undoubtedly,
you have many questions about Consolidated Communications. To help answer some
of those questions my team and I will be traveling to North Pittsburgh on July
24 and 25 to meet with all employees. You will be receiving an invitation as
soon as the logistics are finalized.
Over
the
course of the next weeks and months, we will work through the necessary
regulatory approvals and plan to close on the transaction by the fourth quarter
of 2007 or the first quarter of 2008.
In
the
meantime, I look forward to meeting with you and sharing more about Consolidated
Communications and the exciting possibilities that lie ahead.
Sincerely,
Bob
Currey
President
and CEO
Consolidated
Communications
Safe
Harbor
Any
statements other than statements of historical facts, including statements
about
management’s beliefs and expectations, are forward-looking statements and should
be evaluated as such. These statements are made on the basis of management’s
views and assumptions regarding future events and business performance. Words
such as “estimate,” “believe,” “anticipate,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements
(including oral representations) involve risks and uncertainties that may cause
actual results to differ materially from any future results, performance or
achievements expressed or implied by such statements. These risks and
uncertainties include the ability of Consolidated Communications Holdings,
Inc.
(the “Company”) to complete the acquisition, successfully integrate the
operations of North Pittsburgh Systems, Inc. (“North Pittsburgh”) and realize
the synergies from the acquisition, as well as a number of other factors related
to the businesses of the Company and North Pittsburgh, including various
risks to stockholders of not receiving dividends and risks to the Company’s
ability to pursue growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the price and
volatility of the Company’s common stock; the substantial amount of debt and the
Company’s ability to incur additional debt in the future; the Company’s need for
a significant amount of cash to service and repay the debt and to pay dividends
on the Company’s common stock; restrictions contained in the Company’s debt
agreements that limit the discretion of management in operating the business;
the ability to refinance the existing debt as necessary; regulatory changes,
rapid development and introduction of new technologies and intense competition
in the telecommunications industry; risks associated with the Company’s possible
pursuit of acquisitions; economic conditions in the Company’s and North
Pittsburgh’s service areas in Illinois, Texas and Pennsylvania; system failures;
losses of large customers or government contracts; risks associated with the
rights-of-way for the network; disruptions in the relationship with third party
vendors; losses of key management personnel and the inability to attract and
retain highly qualified management and personnel in the future; changes in
the
extensive governmental legislation and regulations governing telecommunications
providers and the provision of telecommunications services; telecommunications
carriers disputing and/or avoiding their obligations to pay network access
charges for use of the Company’s network; high costs of regulatory compliance;
the competitive impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs regarding
environmental regulations. These and other risks and uncertainties are discussed
in more detail in the Company’s and North Pittsburgh’s filings with the
Securities and Exchange Commission, including our respective reports on Form
10-K and Form 10-Q.
Many
of
these risks are beyond management’s ability to control or predict. All
forward-looking statements attributable to the Company, North Pittsburgh or
persons acting on behalf of each of them are expressly qualified in their
entirety by the cautionary statements and risk factors contained in this
communication and the companies’ filings with the Securities and Exchange
Commission. Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements. Furthermore,
forward-looking statements speak only as of the date they are made. Except
as
required under the federal securities laws or the rules and regulations of
the
Securities and Exchange Commission, we do not undertake any obligation to update
or review any forward-looking information, whether as a result of new
information, future events or otherwise.
Prospectus/Proxy
Statement
This
material is not a substitute for the prospectus/proxy statement the Company
and
North Pittsburgh will file with the Securities and Exchange Commission.
Investors
are urged to read the prospectus/proxy statement, which will contain important
information, including detailed risk factors, when it becomes
available.
The
prospectus/proxy statement and other documents which will be filed by the
Company and North Pittsburgh with the Securities and Exchange Commission will
be
available free of charge at the Securities and Exchange Commission’s website,
www.sec.gov, or by directing a request when such a filing is made to
Consolidated Communications, 121 South 17th
Street,
Mattoon, IL 61938, Attention: Investor Relations; or to North Pittsburgh, 4008
Gibsonia Road, Gibsonia, Pennsylvania 15044, Attention: Investor Relations.
The
final prospectus/proxy statement will be mailed to shareholders of North
Pittsburgh.
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
The
Company and North Pittsburgh, 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 the
Company is set forth in the proxy statement for the Company’s 2007 annual
meeting of shareholders. Information about the directors and executive officers
of North Pittsburgh is set forth in the company’s Annual Report on Form 10-K for
the year ended December 31, 2006, as amended. Investors may obtain additional
information regarding the interests of such participants in the proposed
transactions by reading the prospectus/proxy statement for such proposed
transactions when it becomes available.