Level 3 Communications Recommends Stockholders Reject Mini-Tender Offer By TRC

(RTTNews) - Level 3 Communications Inc. (LVLT) said that it has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase up to 2 million shares of Level 3 common stock, representing approximately 0.55 percent of Level 3's shares of common stock outstanding.

TRC Capital's offer price of $50.50 per share is approximately 4.3 percent below the $52.77 closing price per share of Level 3's common stock on September 22, 2017, the last trading day before the commencement of TRC Capital's offer.

On October 31, 2016, Level 3 entered an agreement and plan of merger with CenturyLink, Inc. (CTL), that provides for the acquisition of Level 3 by CenturyLink, subject to the satisfaction of the conditions set forth in the Merger Agreement. Under the Merger Agreement, each share of Level 3 common stock will be converted at the effective time of the merger into $26.50 in cash and 1.4286 shares of CenturyLink common stock. Level 3 and CenturyLink have previously announced that they expect the merger to close in mid-to-late October 2017, subject to the satisfaction of the remaining conditions to closing.

The Level 3 board of directors recommended that Level 3 stockholders approve the Merger Agreement and, on March 16, 2017, Level 3 stockholders approved the Merger Agreement. As of September 22, 2017, based on the then closing price of CenturyLink shares, the last trading day before the commencement of TRC Capital's offer, each Level 3 share of common stock would convert into merger consideration with a value of approximately $52.99.

TRC Capital's offer price of $50.50 per share is approximately 4.7 percent below this merger consideration value.