NEW YORK, March 29, 2011 /PRNewswire/ -- Verizon
Communications Inc. (NYSE, NASDAQ: VZ) today announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), for Verizon's pending
acquisition of Terremark Worldwide, Inc. (Nasdaq: TMRK), has been
terminated by the U.S. Department of Justice. As a result, no
regulatory conditions remain outstanding with respect to the
pending acquisition.
The tender offer to acquire all of the outstanding shares of
Terremark common stock at a price of $19 per share in cash, without interest and less
any required withholding taxes, is scheduled to expire at
midnight Eastern time on March 31, 2011, unless extended. Terremark
stockholders should contact Georgeson Inc., the information agent
for the tender offer, at 800-903-2897 for instructions on how to
tender their shares or to obtain the offer to purchase and related
materials.
The tender offer and merger are subject to customary closing
conditions described in the offer to purchase (as amended) that was
filed by Verizon and its wholly owned subsidiary, Verizon Holdings
Inc., with the Securities and Exchange Commission on Feb. 10.
"We appreciate the hard work of the staff of the Department of
Justice in approving this transaction," said John Thorne, Verizon senior vice president and
deputy general counsel.
The depositary for the tender offer has advised that, as of the
close of business on March 29, 2011,
approximately 29,848,605 shares (including approximately 789 shares
subject to guarantees of delivery) were validly tendered and not
withdrawn, representing approximately 41.99 percent of all
outstanding shares of Terremark common stock.
Verizon Communications Inc. (NYSE, NASDAQ: VZ), headquartered in
New York, is a global leader in
delivering broadband and other wireless and wireline communications
services to mass market, business, government and wholesale
customers. Verizon Wireless operates America's most reliable
wireless network, serving 94.1 million customers nationwide.
Verizon also provides converged communications, information
and entertainment services over America's most advanced fiber-optic
network, and delivers innovative, seamless business solutions to
customers around the world. A Dow 30 company, Verizon employs
a diverse workforce of more than 194,000 and last year generated
consolidated revenues of $106.6
billion. For more information, visit
www.verizon.com.
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Additional Information and Where to Find It
This release is neither an offer to purchase nor a solicitation
of an offer to sell securities. Verizon -- through a new
subsidiary, Verizon Holdings Inc. -- has filed a tender offer
statement on Schedule TO with the SEC, which has been previously
amended. Terremark stockholders are strongly advised to read
the tender offer statement (including the offer to purchase, letter
of transmittal and related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9, as
amended, filed by Terremark with the SEC because they contain
important information about the proposed transaction. These
documents are available at no charge on the SEC's website at
www.sec.gov. In addition, a copy of the offer to purchase, letter
of transmittal and certain other related tender offer documents may
be obtained free of charge by directing a request to Verizon at
212-395-1525. A copy of the tender offer statement and the
solicitation/recommendation statement is available to all
stockholders of Terremark by contacting Terremark Investor
Relations at 305-860-7822.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
transaction between Verizon and Terremark, the expected timetable
for completing the transaction, benefits and synergies of the
transaction, future opportunities for the combined company and
products and any other statements regarding Verizon's and
Terremark's future expectations, beliefs, goals or prospects
constitute forward-looking statements. Any statements that
are not statements of historical fact (including statements
containing the words "believes," "plans," "anticipates," "expects,"
"estimates" and similar expressions) should also be considered
forward-looking statements. 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 transaction; the timing for
satisfying the conditions to the completion of the transaction,
including the receipt of Terremark stockholder approval and the
regulatory approvals required for the transaction; the parties'
ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the transaction; the possibility
that the parties may be unable to achieve expected synergies and
operating efficiencies within the expected time-frames or at all
and to successfully integrate Terremark's operations into those of
Verizon or that such integration may be more difficult,
time-consuming or costly than expected; operating costs, customer
loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, clients or suppliers) may be greater than expected
following the transaction; the retention of certain key employees
of Terremark may be difficult; and the other factors described in
Verizon's Annual Report on Form 10-K for the fiscal year ended
December 31, 2010, and Terremark's
Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and in its most recent quarterly
report filed with the SEC. Verizon and Terremark assume no
obligation to update the information in this communication, except
as otherwise required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
The Depositary for the tender offer is Computershare Trust
Company, N.A. The Information Agent for the tender offer is
Georgeson Inc. The tender offer materials may be obtained at no
charge by directing a request by mail to Georgeson Inc., 199 Water
Street, 26th Floor, New York, New
York 10038 or by calling toll-free at (800) 903-2897, and
may also be obtained at no charge at www.verizon.com and the
website maintained by the SEC at www.sec.gov. Additionally, any
questions related to the tender offer may be directed to Georgeson
Inc. at the mailing address or telephone number provided above.
SOURCE Verizon Communications Inc.