Covad (AMEX:DVW)
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Covad Communications Group Inc., (AMEX:DVW), a leading national provider
of integrated voice and data communications, announced today that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
had expired on February 19, effectively providing anti-trust clearance
for its proposed acquisition by an affiliate of Platinum Equity. The
acquisition is still subject to the approval of Covad’s
stockholders and the satisfaction of customary closing conditions,
including approval of the Federal Communications Commission and state
public utility commissions in many of the states in which Covad
operates. Under the terms of the agreement, which was unanimously
approved by Covad’s Board of Directors
following the recommendation of its special committee, an affiliate of
Platinum Equity will acquire all outstanding shares of Covad for $1.02
per share in cash. Covad’s special meeting of
stockholders to approve the merger is scheduled for February 29, 2008.
The transaction is expected to close by the end of the second quarter of
2008.
About Covad
Covad is a leading nationwide provider of integrated voice and data
communications. The company offers DSL, Voice Over IP, T1, broadband
wireless, Web hosting, managed security, IP and dial-up, and bundled
voice and data services directly through Covad's network and through
Internet Service Providers, value-added resellers, telecommunications
carriers and affinity groups to small and medium-sized businesses and
home users. Covad broadband services are currently available across the
nation in 44 states and 235 Metropolitan Statistical Areas (MSAs) and
can be purchased by more than 57 million homes and businesses, which
represent over 50 percent of all US homes and businesses. Corporate
headquarters is located at 110 Rio Robles San Jose, CA 95134. Telephone:
1-888-GO-COVAD. Web Site: www.covad.com.
About Platinum Equity
Platinum Equity (www.platinumequity.com)
is a global M&A&O® firm specialized in
the merger, acquisition and operation of companies that provide services
and solutions to customers in a broad range of business markets,
including information technology, software, telecommunications,
logistics, manufacturing, metals services and distribution. Since its
founding in 1995 by entrepreneur Tom Gores, Platinum Equity has
completed more than 75 acquisitions with more than $23 billion in
aggregate annual revenue at time of acquisition.
About the Transaction
In connection with the proposed merger, Covad has filed a proxy
statement with the Securities and Exchange Commission. Investors and
security holders are advised to read the proxy statement because it
contains important information. Investors and security holders may
obtain a free copy of the proxy statement and other documents filed by
Covad at the Securities and Exchange Commission’s
Web site at http://www.sec.gov.
The proxy statement and such other documents may also be obtained free
of charge from Covad by directing such request to Covad Communications
Group Inc., 110 Rio Robles, San Jose, CA Attention: Investor Relations;
Telephone: 408-434-2130.
Covad and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the
proposed merger. Information concerning the interests of these
individuals in the solicitation is set forth in Covad’s
proxy statement relating to the merger.
Safe Harbor Statement under the
Private Securities Litigation Reform Act of 1995:
The foregoing contains "forward-looking statements" which are based on
management's current information and beliefs as well as on a number of
assumptions concerning future events made by management. Examples of
forward-looking statements include the expected time of consummation of
the merger. Readers are cautioned not to put undue reliance on such
forward-looking statements, which are not a guarantee of performance and
are subject to a number of uncertainties and other factors, many of
which are outside Covad's control that could cause actual results to
differ materially from such statements. These risk factors include the
ability of the parties to the agreement to satisfy the conditions to
consummation of the merger, the impact of increasing competition,
pricing pressures, consolidation in the telecommunications industry,
uncertainty in telecommunications regulations and changes in
technologies, among other risks. For a more detailed description of the
risk factors that could cause such a difference, please see Covad's
10-K, 10-Q, 8-K and other filings with the Securities and Exchange
Commission. Covad disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. This information is presented
solely to provide additional information to further understand Covad.