NEW YORK, April 1, 2011 /PRNewswire/ -- Verizon
Communications Inc. (NYSE, Nasdaq: VZ) today announced the
successful completion of the tender offer made by Verizon's wholly
owned subsidiary, Verizon Holdings Inc., for all outstanding shares
of Terremark Worldwide, Inc. (Nasdaq: TMRK) common stock.
The tender offer and withdrawal rights expired at midnight Eastern time on March 31. According to the depositary for
the tender offer, approximately 59,754,625 shares were validly
tendered and not withdrawn as of the expiration time. This
represents approximately 70.90 percent of Terremark's outstanding
shares of common stock on a fully diluted basis and 84.06 percent
of Terremark's outstanding shares of common stock, giving Verizon
control of Terremark. Verizon Holdings has accepted for
purchase all shares that were validly tendered and not properly
withdrawn and will promptly pay for such shares at the offer price
of $19 per share, net to the seller
in cash, without interest and less any applicable withholding
taxes.
Verizon today also announced that Verizon Holdings has commenced
a subsequent offering period to acquire the remaining untendered
shares of Terremark common stock. The subsequent offering period
will expire at 5 p.m. Eastern time on
April 7, unless extended. During this
subsequent offering period, holders of shares of Terremark common
stock who did not previously tender their shares into the initial
tender offer may do so, and Verizon Holdings will promptly purchase
any shares properly tendered, for the same consideration (without
interest) paid in the initial offering period of the tender
offer.
Procedures for tendering shares during the subsequent offering
period are the same as during the initial offering period, with two
exceptions: (1) shares cannot be delivered by the guaranteed
delivery procedure; and (2) shares validly tendered during the
subsequent offering period will be accepted for payment on a daily
"as tendered" basis, and accordingly, may not be withdrawn. Verizon
and Verizon Holdings reserve the right to extend the subsequent
offering period in accordance with applicable law.
Following the subsequent offering period, if Verizon Holdings
has acquired at least 90 percent of the shares of Terremark common
stock then outstanding, Verizon Holdings intends to merge with and
into Terremark in accordance with the "short-form" merger
provisions of the Delaware General Corporate Law, without prior
notice to, or any action by, any other Terremark stockholder.
If Verizon Holdings is not able to consummate a "short-form"
merger, it intends to seek approval of the merger by a vote of
Terremark stockholders at a duly held special meeting that is
expected to be scheduled during the second quarter of 2011.
As a result of Verizon Holdings' purchase of shares in the
tender offer, it will be able to approve the merger without the
affirmative vote of any other Terremark stockholder at the meeting.
As a result of the merger, any shares of Terremark common stock
not tendered will be cancelled and (except for shares held in the
treasury of Terremark or by Verizon or Verizon Holdings, or shares
for which appraisal rights are properly demanded) will be converted
into the right to receive the same $19 in cash per share, without interest and less
any applicable withholding taxes, that was paid in the tender
offer. Accordingly, all Terremark stockholders will receive
the same $19 cash consideration per
share whether they tender their shares during the subsequent
offering period or not, but those who do tender their shares during
the subsequent offering period will receive the consideration
sooner than stockholders who wait for the merger to be consummated.
Following the merger, Terremark common stock will cease to be
traded on NASDAQ.
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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releases.
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.