Cogent Communications Group, Inc. Adopts New Holding Company Structure

WASHINGTON, D.C. May 15, 2014 – Cogent Communications Group, Inc. (NASDAQ: CCOI) announced today that it has adopted a new holding company organizational structure.

The restructuring was accomplished through a merger under Section 251(g) of the General Corporation Law of the State of Delaware, pursuant to which all stockholders of Cogent Communications Group, Inc. at the effective time of the merger became stockholders of the new holding company, Cogent Communications Holdings, Inc. ("Holdings"), and Cogent Communications Group, Inc. became a subsidiary of Holdings. The business operations of Cogent Communications Group, Inc. have not changed as a result of the restructuring.

Holdings' common stock will continue to be listed and trade on The NASDAQ Stock Market under the symbol "CCOI" without interruption. The certificate of incorporation and bylaws of Holdings are substantially the same as the certificate of incorporation and bylaws of Cogent Communications Group, Inc. prior to the merger and the officers and directors of Cogent Communications Group, Inc. have also become the officers and directors of Holdings.

Cogent Communications Group, Inc.'s stockholders were not required to take any action in connection with the corporate restructuring. All outstanding shares were converted into shares of Holdings in a non-taxable transaction with the same rights, privileges and interests as the shares of Cogent Communications Group, Inc. previously held by such stockholders. The shares of Holdings will continue to be represented by the same stock certificates that previously represented shares of Cogent Communications Group, Inc. capital stock.

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