Renaissance Acquisition Corp. & First Communications, Inc. Announce Revised Terms for Merger & Set Record Date for Special Me...

  
    
  
  
    
      First Communications, Inc. (AIM: FCOM) (“First Communications”) and 
      Renaissance Acquisition Corp. (AMEX: RAK) (“Renaissance”) announced 
      today that they have entered into an amendment (the “Amendment”) to 
      their previously announced merger agreement (the “Merger Agreement”). 
      The Amendment will defer by 6 million the initial number of Renaissance 
      shares outstanding at the close of the transaction and only be released 
      upon satisfaction of the EBITDA Condition (described below).
    
    
      Due to the changes in the overall capital markets, economic dislocations 
      and a decline in comparable company valuations that have occurred since 
      September 15th, the original date the merger was announced, 
      Renaissance and First Communications have agreed to amend the terms of 
      the Merger Agreement to account for the impact these factors might have 
      on the decision of Renaissance stockholders’ whether to vote in favor of 
      the transaction.
    
    
      The Amendment includes the following revised terms:
    
    
      
        First Communications stockholders have agreed to reduce their upfront 
        consideration by 4.0 million shares and will now receive approximately 
        14.46 million shares of Renaissance common stock at closing, versus 
        18.46 million shares prior to the Amendment. The 4.0 million shares of 
        Renaissance will be deferred and only released upon satisfaction of 
        the EBITDA Condition.
      
      
        Renaissance’s sponsor, RAC Partners, LLC, has also agreed to reduce 
        its initial number of shares of stock by more than half by deferring 
        2.0 million shares of Renaissance common stock until the achievement 
        of the EBITDA Condition.
      
      
        In both cases, if the EBITDA Condition is not met, the shares shall be 
        cancelled.
      
      
        The EBITDA Condition shall now be deemed met if for any fiscal quarter 
        from September 13, 2008 through December 31, 2011, the surviving 
        company has an annualized adjusted EBITDA equal to or greater than $50 
        million.
      
    
    
      Barry Florescue, CEO of Renaissance, commented, “We continue to believe 
      that this transaction represents long-term value and significant 
      benefits to both Renaissance and First Communications shareholders. We 
      have amended the terms of our agreement in a mutually beneficial way to 
      more accurately reflect the current market environment and we look 
      forward to completing this transaction in early 2009.”
    
    
      Ray Hexamer, First Communications’ CEO, noted, “Irrespective of the 
      current environment, we believe First Communications is still extremely 
      well positioned as a leader in this sector. This transaction is a 
      critical piece of our long-term strategy, and represents value for our 
      shareholders. We continue to execute on the strategy we have articulated 
      and look forward to working with Renaissance into 2009 to drive further 
      value for our shareholders.”
    
    
      Renaissance also announced that its board of directors has set the 
      record date for determining stockholders entitled to notice of, and to 
      vote at, the special stockholder meeting to vote upon Renaissance’s 
      proposed merger with First Communications or any postponements or 
      adjournments of the special meeting. The record date is the close of 
      business on Wednesday, December 24, 2008. Renaissance will announce the 
      date of the special meeting of stockholders once it is set by its board 
      of directors.
    
    
      Summary of Stockholder Approvals Received
    
    
      The First Communications stockholders have approved the amended 
      transaction pursuant to written consent, representing in excess of the 
      requisite majority required to approve the Merger Agreement. The 
      transaction is subject to approval by Renaissance stockholders and to 
      the condition that fewer than 20% of Renaissance stockholders exercise 
      their rights to convert their Renaissance shares to cash, pursuant to 
      the rights available to them in connection with any business 
      combination. Renaissance will hold a meeting of stockholders to approve 
      the merger after the SEC declares the registration statement effective.
    
    
      Conditions to Closing
    
    
      In addition to approval by Renaissance stockholders and the condition 
      that fewer than 20% of Renaissance stockholders exercise their 
      conversion rights, the transaction is also subject to customary 
      regulatory approvals, including FCC and state PUC approvals, approval 
      under the Hart-Scott Rodino Antitrust Improvements Act, consent of 
      lender in connection with First Communications' credit agreement, and 
      other customary closing conditions, including no material adverse effect 
      (as defined in the Merger Agreement) on either First Communications or 
      Renaissance. The transaction is expected to close in January 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 200,000 customers, owns 3,800 miles of fiber and owns and manages 
      327 wireless towers leased to 391 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.
    
    
      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.
    
    
      Additional Information
    
    
      Stockholders of Renaissance and other interested persons are advised to 
      read Renaissance’s registration statement on Form S-4, containing a 
      preliminary proxy statement/prospectus, and when available, final 
      registration statement, containing a definitive proxy 
      statement/prospectus, in connection with Renaissance’s solicitation of 
      proxies for the special meeting, because these proxy 
      statements/prospectuses will contain important information. Such persons 
      can also read Renaissance’s final prospectus, dated January 29, 2007, 
      for a description of the security holdings of the Renaissance officers 
      and directors and their respective interests in the successful 
      consummation of this business combination. The definitive proxy 
      statement/prospectus will be mailed to stockholders as of a record date 
      to be established for voting on the merger. Stockholders will also be 
      able to obtain a copy of the definitive proxy statement/prospectus, 
      without charge, by directing a request to: Renaissance Acquisition 
      Corp., 50 East Sample Road, Suite 400, Pompano Beach, Florida 33064. The 
      registration statement containing the preliminary proxy 
      statement/prospectus and the definitive proxy statement/prospectus, once 
      available, can also be obtained, without cost, at the Securities and 
      Exchange Commission’s internet site (http://www.sec.gov). 
      The proxy statements or applicable parts of such statements may also be 
      notified to the public in accordance with the AIM Rules.
    
    
      Renaissance's directors and executive officers and other persons may be 
      deemed, under Securities and Exchange Commission rules, to be 
      participants in the solicitation of proxies in connection with the 
      proposed transaction. Information regarding Renaissance's directors and 
      officers can be found in Renaissance’s final prospectus, dated January 
      29, 2007. Additional information regarding the participants in the proxy 
      solicitation and a description of their direct and indirect interests in 
      the transaction, by security holdings or otherwise, are contained in the 
      proxy statement/prospectus and other relevant materials filed with the 
      Securities and Exchange Commission.
    
    
      SHAREHOLDERS OF RENAISSANCE ARE ENCOURAGED TO READ THE REGISTRATION 
      STATEMENT ON FORM S-4, WHICH CONTAINS IMPORTANT INFORMATION RELATING TO 
      THE PROPOSED MERGER AND THE COMPANIES’ BUSINESSES AND OPERATIONS.
    
    
      Forward-looking Statements
    
    
      Certain statements in this communication regarding the proposed merger 
      between Renaissance and First Communications and the future results of 
      First Communications and Renaissance (which may be identified by the use 
      of the words “may,” “intend,” “expect” and like words) are 
      “forward-looking statements” as defined in the Private Securities 
      Litigation Reform Act of 1995. A number of important factors could cause 
      actual results or events to differ materially from those indicated by 
      such forward-looking statements, including the parties ability to 
      consummate the merger; the conditions to the completion of the merger; 
      the receipt of stockholder approval; the regulatory approvals and 
      effectiveness of the registration statement required for the completion 
      of the merger may not be obtained on the terms expected or on the 
      anticipated schedule; the parties’ ability to meet expectations 
      regarding the timing, completion and accounting and tax treatments of 
      the merger; the completion of the merger may be more difficult, 
      time-consuming or costly than expected; and operating costs, customer 
      loss and business disruption may be greater than expected following the 
      announcement of the merger. Renaissance and First Communications caution 
      readers not to place undue reliance upon any forward-looking statements, 
      which speak only as of the date made. Renaissance and First 
      Communications do not undertake or accept any obligation or undertaking 
      to release publicly any updates or revisions to any forward-looking 
      statement to reflect any change in their expectations or any change in 
      events, conditions or circumstance on which any such statement is based, 
      except as required by law.