Windstream, PAETEC Enter MOU to Resolve Lawsuits

Aiming to remove a potential obstacle to their merger, Windstream Corp. and PAETEC Holding Corp. have entered into a memorandum of understanding to resolve two class-action lawsuits.

A final settlement would be subject to court approval.

Windstream, PAETEC and the other defendants deny all of the allegations in the Consolidated Lawsuit and believe the disclosures in the Proxy Statement/Prospectus are adequate under the law,” Windstream stated Friday in a filing with the Securities and Exchange Commission. Nevertheless, Windstream, PAETEC and the other defendants have agreed to settle the Consolidated Lawsuit in order to avoid costly litigation and reduce the risk of any delay to the completion of the merger.”

Among other allegations, the lawsuits filed in the Court of Chancery of the State of Delaware claimed that PAETECs board of directors conducted an unfair sales process that resulted in an unfair merger price, according to PAETECs Proxy Statement/Prospectus. The lawsuits further alleged that PAETECs board breached its fiduciary duties by agreeing to the merger and that Windstream aided and abetted in the breach of such fiduciary duties.

Under the terms of the MOU, Windstream and PAETEC also agreed to make certain additional disclosures. For further information on the MOU and the disclosures, click here.


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