Exhibit 99.1

 

 

 

 

QualTek Expands Suite of Services in their Wireline Segment with Acquisition of Urban Cable Technology

 

BLUE BELL, Pa., October 15, 2021 -- QualTek, LLC, a leading provider of both turnkey infrastructure services to the North American 5G wireless, telecom, and renewable energy sectors, and recovery logistics services, announced today that it has acquired Urban Cable Technology (“Urban Cable” or the “Company”). Terms of the transaction were not disclosed.

 

Urban Cable, established in 1996 and based in West Chester, PA, is a regional telecom company in the Northeast region of the United States. The Company specializes in providing a range of services including aerial and underground construction, engineering, multiple dwelling unit (MDU) wiring and rewiring, and fiber placement to broadband and telecom cable operators.

 

“We are pleased Urban Cable is joining our team at QualTek. Their vast experience and range of services make them an ideal partner for QualTek, “said Scott Hisey, CEO of QualTek. “Urban Cable has long-term partnerships with some of the nation’s top cable providers and a strong reputation in the industry for great performance. The addition of Urban Cable greatly supports our organic growth strategy in the Northeast region.”

 

“QualTek presents a fantastic opportunity for Urban Cable to continue its growth. We look forward to working with Scott and his knowledgeable team as they continue to expand their geographic footprint,” said Philip DiGiore, CEO of Urban Cable. “Leveraging our combined experience in the industry will allow us to expand our suite of turnkey services and grow our workforce and geographic footprint.”

 

About QualTek: Founded in 2012, QualTek is a world-class, technology driven provider of infrastructure services to the 5G wireless, telecom, and renewable energy sectors across North America, and a recovery logistics services provider. QualTek has a national footprint with more than 85 operation centers across the U.S.  and a workforce of over 5,000 people. The company is also a leader in providing disaster recovery logistics services for electric utilities.

 

As announced on June 16, 2021, QualTek has entered into a definitive agreement for a business combination with Roth CH Acquisition III Co. (NASDAQ: ROCR) (“ROCR”), a publicly traded special purpose acquisition company (SPAC), that would result in QualTek becoming a publicly listed company. Completion of the proposed transaction is subject to customary closing conditions and is expected to occur in the fourth quarter of 2021.

 

About Urban Cable: Urban Cable, established in 1996 and based in West Chester, PA, is a regional telecom company in the Northeast region of the United States. They specialize in a range of services including aerial and underground construction, engineering, multiple dwelling unit (MDU) wiring and rewiring, and fiber placement to broadband and telecom cable operators.

 

 

 

 

 

 

Additional Information and Where to Find It

 

In connection with the proposed business combination between QualTek and ROCR, ROCR has filed a preliminary proxy statement with the Securities and Exchange Commission’s (“SEC”) (as amended or supplemented from time to time, the “proxy statement”) to be distributed to holders of ROCR’s common stock in connection with ROCR’s solicitation of proxies for the vote by ROCR’s stockholders with respect to the proposed business combination and other matters as described in the proxy statement. ROCR urges investors, stockholders, and other interested persons to read the proxy statement as well as other documents filed with the SEC because these documents contain important information about ROCR, QualTek and the proposed business combination. A definitive proxy statement will be mailed to stockholders of ROCR as of a record date to be established for voting on the proposed business combination and related matters.

 

Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge by directing a request to: Roth CH Acquisition III Co., 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660. The preliminary and definitive proxy statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

 

Participants in the Solicitation

 

ROCR, QualTek, their affiliates and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposals under the rules of the SEC. Information about the directors and executive officers of ROCR and their ownership is set forth in ROCR’s filings with the SEC, including the proxy statement. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of ROCR in connection with the proposals are set forth in the proxy statement. These documents can be obtained free of charge from the sources indicated above.

 

Non-Solicitation

 

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination between QualTek and ROCR and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ROCR or QualTek, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a definitive prospectus meeting the requirements of the Securities Act of 1933, as amended.

 

 

 

 

 

 

 

Forward-Looking Statements

 

This communication contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the parties’ ability to close the proposed business combination and the financial condition, results of operations, earnings outlook and prospects of QualTek. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements are based on the current expectations of the management of ROCR and QualTek, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in the public filings made with the SEC by ROCR and the following:

 

·expectations regarding QualTek’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and QualTek’s ability to invest in growth initiatives and pursue acquisition opportunities;
·the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement dated as of June 16, 2021 among ROCR, QualTek and the other parties thereto (the “Business Combination Agreement”);
·the outcome of any legal proceedings that may be instituted against ROCR or QualTek following announcement of the Business Combination Agreement and the transactions contemplated therein;
·the inability to complete the proposed business combination due to, among other things, the failure to obtain ROCR stockholder approval or ROCR’s inability to obtain the financing necessary to consummate the business combination;
·the risk that the announcement and consummation of the proposed business combination disrupts QualTek’s current operations and future plans;
·the ability to recognize the anticipated benefits of the proposed business combination;
·unexpected costs related to the proposed business combination;
·the amount of any redemptions by existing holders of ROCR’s common stock being greater than expected;
·limited liquidity and trading of ROCR’s securities;
·geopolitical risk and changes in applicable laws or regulations;
·the possibility that ROCR and/or QualTek may be adversely affected by other economic, business, and/or competitive factors;
·operational risk;
·the risk that the COVID-19 pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on our business operations, as well as our financial condition and results of operations; and
·the risks that the consummation of the proposed business combination is substantially delayed or does not occur.

 

 

 

 

 

 

All subsequent written and oral forward-looking statements concerning the proposed business combination or other matters addressed in this communication and attributable to ROCR, QualTek or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this communication. Except to the extent required by applicable law or regulation, ROCR and QualTek undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this communication to reflect the occurrence of unanticipated events.

 

 

 

Media Contact:

 

Gianna Lucchesi

 

pr@qualtekservices.com

 

(484) 804-4585