Leading Independent Proxy Advisory Firm Glass Lewis Recommends Consolidated Communications Shareholders Vote “FOR” the Proposed Transaction with Searchlight and BCI

Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today announced that a leading independent proxy advisory firm, Glass Lewis & Co. (“Glass Lewis”), has joined Institutional Shareholder Services (“ISS”) in recommending that Consolidated shareholders vote “FOR” the proposed acquisition of the Company by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and British Columbia Investment Management Corporation (“BCI”) (the “Proposed Transaction”).

The Company’s special meeting of shareholders (the “Special Meeting”) to vote on the Proposed Transaction is scheduled to be held on January 31, 2024. Shareholders of record as of December 13, 2023, are entitled to vote at the Special Meeting. Consolidated urges its shareholders to vote “FOR” the Proposed Transaction today.

Consolidated issued the following statement regarding the Glass Lewis recommendation to vote FOR the Proposed Transaction:

“Glass Lewis joining ISS in its support of the Proposed Transaction underscores the financially compelling and certain value that this transaction delivers to our shareholders. Following its extensive and thorough review, the Board believes this transaction is critical for Consolidated’s future and represents the best risk-adjusted outcome for shareholders.”

In recommending that Company shareholders vote FOR the Proposed Transaction, Glass Lewis stated¹:

• “We also acknowledge that several of the Company’s peers have seen significant declines in their share price during the period following the announcement of the Consortium’s initial offer. In this context, while optimistic shareholders may believe the long-term upside of seeing out the fiber investment outweighs the Consortium’s offer, we ultimately believe the certain and immediate value and liquidity offered in the sale is sufficiently attractive to warrant shareholder support, in the absence of any adverse future developments.”
• “[We] concur with the board’s view that the Company’s near-term standalone share price would likely fall if the transaction is not approved.”
• “…we do not believe there is sufficient evidence to suggest that the risk-adjusted value and premiums offered by the all-cash consideration are unreasonable. We believe the Advisor’s fairness opinion provides a basis to suggest that the Company is generally being valued within a reasonable range, and that our supplementary review offers more evidence that the valuation of the Company on a forward multiples basis is not inconsistent with peers.”

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