Termination of Merger Agreement

 

TIDMFCOM 
 
RNS Number : 6274L 
First Communications, Inc. 
14 January 2009 
 

First Communications, Inc. and Renaissance Acquisition Corp. 
Jointly Terminate Merger Agreement 
 
 
AKRON, OH, January 14, 2009 -- First Communications, Inc. (AIM: FCOM) a leading 
Midwest competitive local exchange carrier and owner of wireless 
telecommunications towers, and Renaissance Acquisition Corp (AMEX: RAK) 
("Renaissance") today jointly announced they have mutually agreed to terminate 
their merger agreement (the "Merger Agreement") dated September 13, 2008, as 
amended, pursuant to which First Communications would have merged with 
Renaissance and become a listed company on the Nasdaq Global Market. 
 
 
Renaissance has recently been informed by the United States Securities and 
Exchange Commission that it would require First Communications to provide, in 
Renaissance's proxy statement, fiscal year audited financial statements for 
additional historical periods for entities acquired by First Communications. 
Both companies have determined that it would not be possible to provide these 
financial statements within sufficient time to close the transaction prior to 
January 29, 2009, the deadline for Renaissance to complete a business 
combination. 
 
 
First Communications continues to integrate its most recent acquisition, 
GlobalCom, and is ahead of expected cost savings associated with combining 
GlobalCom's operations with First Communications. It is also seeing an increased 
demand in new wireless site reservations based on recent marketing efforts. 
 
 
First Communications will at this time remain admitted to trading on AIM and 
will continue to seek to capitalise on both organic and acquisition-led growth 
opportunities that have been identified. 
 
 
Ray Hexamer, First Communications' CEO, noted, "Although we are disappointed 
that timing and other factors have resulted in the termination of this 
transaction, we remain confident about the prospects for our company and believe 
that First Communications is well positioned as a leader in its sector. We will 
continue to focus on executing our business strategy and driving value for our 
shareholders." 
 
 
Barry Florescue, Chairman and CEO of Renaissance, stated, "As sponsors of 
Renaissance, our management team worked tirelessly to bring an attractive 
acquisition opportunity forward for a public vote. We are disappointed that we 
were unable to do so. At this time, we will work to expeditiously liquidate our 
trust fund in order to provide liquidity to our public shareholders as soon as 
practicable." 
 
 
About Renaissance 
Renaissance is a "blank check" company formed to acquire, through a merger, 
capital stock exchange, asset acquisition, reorganization or similar business 
combination, one or more businesses, which it believes has significant growth 
potential. In 2007, Renaissance through its initial public offering raised, net 
of fees and expenses, approximately $107 million which included $2.1 million in 
a private placement of warrants that were deposited into a trust account. 
Renaissance has dedicated its time since the initial public offering to seeking 
and evaluating business combination opportunities.  Renaissance's amended and 
restated certificate of incorporation provides for the termination of 
Renaissance's corporate existence and mandatory liquidation if Renaissance does 
not consummate a business combination by January 29, 2009. 
 
 
About First Communications 
First Communications is a leading competitive local exchange carrier in the 
Midwestern United States. Founded in 1998, First Communications has built a 
highly scalable telecommunications platform, infrastructure and support system, 
which represents a combination of world-class technology, and cutting-edge 
product offerings. First Communications has over 214,000 customers, owns 3,500 
miles of fiber and owns and manages 327 wireless towers leased to 420 tenants, 
with contractual rights and significant opportunity to increase the number of 
towers. First Communications is led by a strong management team that has 
operated telecom companies throughout all cycles of the telecommunications 
market. 
 
 
 
 
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| For further information:                                  | 
|                                                           | 
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| First Communications, Inc.                                | 
+-----------------------------------------------------------+ 
| Joe Morris                  | Tel: [phone]         | 
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|                                                           | 
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| Renaissance Acquisition Corp.                             | 
+-----------------------------------------------------------+ 
| Mark Seigel                 | Tel: [phone]         | 
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|                                                           | 
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| Financial Dynamics                                        | 
+-----------------------------------------------------------+ 
| Haya Chelhot / Hazel        | Tel: [phone]     | 
| Stevenson /                 |                             | 
+-----------------------------+-----------------------------+ 
| Sherrie Weldon              | Tel: [phone]         | 
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|                             |                             | 
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| Collins Stewart Europe Limited - Nominated Adviser and    | 
| Broker                                                    | 
+-----------------------------------------------------------+ 
| Stewart Wallace             | Tel: [phone]     | 
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This information is provided by RNS 
            The company news service from the London Stock Exchange 
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