Attached files
| file | filename |
|---|---|
| 8-K - 8-K - ARBINET Corp | v202001_8k.htm |
| EX-2.1 - EXHIBIT 2.1 - ARBINET Corp | v202001_ex2-1.htm |
| EX-99.3 - EXHIBIT 99.3 - ARBINET Corp | v202001_ex99-3.htm |
| EX-99.2 - EXHIBIT 99.2 - ARBINET Corp | v202001_ex99-2.htm |
| EX-99.4 - EXHIBIT 99.4 - ARBINET Corp | v202001_ex99-4.htm |
| EX-99.5 - EXHIBIT 99.5 - ARBINET Corp | v202001_ex99-5.htm |
Exhibit
99.1
ARBINET
CORPORATION TO BE ACQUIRED BY PRIMUS TELECOMMUNICATIONS
GROUP
IN STOCK-FOR-STOCK TRANSACTION
Arbinet
to Benefit from Increased Scale, Market Position and Global Reach
HERNDON, VA., – November 11, 2010
– Arbinet Corporation (NASDAQ: ARBX) (“Arbinet”), a leading provider of
telecommunications services to fixed and mobile operators, today announced that
it has signed a definitive agreement to be acquired by Primus Telecommunications
Group Incorporated (OTCBB: PMUG) (“Primus”), a global facilities-based
integrated provider of advanced telecommunications products and services in a
stock-for-stock merger transaction.
Under the
terms of the merger agreement, which has been approved by the Board of Directors
of Arbinet, upon recommendation by its special committee which was appointed to
evaluate the advisability of the transaction, and by the Board of Directors of
Primus, Arbinet common shareholders will receive shares of Primus common stock
in exchange for the Arbinet common stock they own. The transaction is
valued at an aggregate value of approximately $28 million. Based on
the companies’ current capitalization, Arbinet shareholders will be expected to
own approximately 23% of the combined company,
and Primus shareholders will be expected to own approximately 77% of the
combined company upon the closing of the transaction.
The
agreement contains a go-shop provision under which Arbinet may solicit
alternative proposals from third parties during the next 45 calendar
days. There can be no assurances that this process will result in an
alternative transaction.
Upon
closing, Primus intends to integrate Arbinet’s operations into its Global
Wholesale Group. On a pro forma basis, Primus’ Wholesale business
unit is expected to generate over $500 million in annual revenue and bring
Primus’ total consolidated annual run rate revenue to over $1
billion. The combined company is expected to be ranked among the top
12 leading international telecommunications carrier service providers in the
world based on annual revenues, is expected to be well positioned to capitalize
on its long established experience in carrier telecom operations and to expand
its global voice and data operations to meet the evolving demands of telecom
operators worldwide. With its enhanced scale and market position, the
combined company is expected to enable wholesale customers to access additional
networks and termination routes at competitive rates. The combined
company is expected to have a diversified product portfolio of international
voice and data services across all wholesale customer segments. The
anticipated increased global reach is expected to provide additional market
opportunities for retail and carrier wholesale interconnectivity. The
combined company would become the only major global provider to offer wholesale
customers options to either acquire direct international connections through
traditional interconnect arrangements or manage their access needs through
Arbinet’s Exchange.
Shawn
O'Donnell, President and Chief Executive Officer of Arbinet, stated, “While we
have continued to make significant progress in leveraging our unique suite of
services to increase customer traffic, pricing pressures and increased
competition have continued to affect our bottom line. As a result,
our Board examined a range of strategic alternatives and after careful review,
our Board unanimously concluded that our merger with Primus is the best
available option for our shareholders. We believe this transaction
will allow Arbinet to respond more effectively to marketplace challenges through
enhanced scale, expanded reach, and improved products and
services. In addition, we believe the transaction will allow us to
lower our operational costs and benefit from significant
synergies. As an all-stock transaction, this combination provides our
stockholders the opportunity to participate in the upside potential of the
combined company. In sum, we have found a strong partner in Primus
with a complementary business, outstanding reputation and shared values, and we
believe Arbinet will thrive as part of the Primus team.”
Peter D.
Aquino, Chairman, President and Chief Executive Officer of Primus, stated, “With
the combined carrier services platforms and additional global reach through
Arbinet’s Exchange, Primus gains access to additional traffic streams, better
routes for termination of voice traffic and the ability to manage multiple
segments of carrier customers. Primus and Arbinet share great
cultures of innovation and customer service, and we are pleased to welcome
Arbinet’s customers and employees to Primus.”
The
combined company will be led by Peter D. Aquino, Chairman, President and Chief
Executive Officer of Primus. Upon the closing of the transaction, an
integration team comprised of executives of both companies will make
recommendations on how best to organize the combined company.
The
Boards of Directors of both companies have approved the merger agreement, which
is subject to regulatory approvals and the approval of the stockholders of both
companies, among other customary closing conditions. The transaction
is expected to close in the first quarter of 2011.
The
BankStreet Group LLC is serving as Arbinet’s financial advisor, and Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as its legal
advisor.
About
Arbinet
Arbinet
is a leading provider of international voice and IP solutions to carriers and
service providers globally. With more than 1,100 carriers across the world
utilizing the Arbinet network, Arbinet combines global scale with sophisticated
platform intelligence, call routing and industry leading credit management and
settlement capabilities. Customers and suppliers include many leading fixed
line, mobile, wholesale and VoIP carriers, as well as calling card, ISPs and
content providers around the world who buy and sell voice and IP
telecommunications capacity and content. The Company can be reached at its
corporate headquarters in Herndon, Virginia at (703) 456-4100 or by email at
sales@arbinet.com.
About
Primus
Primus
Telecommunications Group, Incorporated is a leading provider of advanced
communication solutions, including traditional and IP voice, data, mobile
services, broadband Internet, collocation, hosting, and outsourced managed
services to business and residential customers in the United States, Canada,
Australia, and Brazil. Primus is also one of the leading
international wholesale service providers to fixed and mobile network operators
worldwide. Primus owns and operates its own global network of next-generation IP
soft switches, media gateways, hosted IP/SIP platforms, broadband
infrastructure, fiber capacity, and data centers located in Canada, Australia,
and Brazil. Founded in 1994, Primus is headquartered in McLean,
Virginia.
Important Additional Information Will
be Filed With the SEC
This
press release may be deemed to be solicitation material regarding the proposed
merger of Arbinet Corporation and Primus Telecommunications Group Incorporated.
In connection with the proposed merger, Primus Telecommunications Group
Incorporated intends to file with the SEC a registration statement on Form S-4,
which will include a joint proxy statement/prospectus of Primus
Telecommunications Group Incorporated and Arbinet Corporation and other relevant
materials in connection with the proposed merger, and each of Primus
Telecommunications Group Incorporated and Arbinet Corporation intend to file
with the SEC other documents regarding the proposed merger. The final joint
proxy statement/prospectus will be mailed to the stockholders of Primus
Telecommunications Group Incorporated and Arbinet Corporation. INVESTORS AND
SECURITY HOLDERS OF PRIMUS TELECOMMUNICATIONS GROUP INCORPORATED AND ARBINET
CORPORATION ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND THE OTHER RELEVANT MATERIAL CAREFULLY
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT PRIMUS TELECOMMUNICATIONS GROUP INCORPORATED, ARBINET
CORPORATION AND THE PROPOSED MERGER.
The joint
proxy statement/prospectus and other relevant materials (when they become
available), and any and all documents filed with the SEC, may be obtained free
of charge at the SEC’s web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents filed
with the SEC by Arbinet Corporation by directing a written request to Arbinet
Corporation, 460 Herndon Parkway, Suite 150, Herndon, Virginia 20170, Attention:
Investor Relations, and by Primus Telecommunications Group Incorporated by
directing a written request to Primus Telecommunications Group Incorporated,
7901 Jones Branch Drive, Suite 900, McLean, Virginia 22102, Attention: Investor
Relations.
Arbinet
Corporation, Primus Telecommunications Group Incorporated and their respective
executive officers and directors and other persons may be deemed to be
participants in the solicitation of proxies from the stockholders of Arbinet
Corporation and Primus Telecommunications Group Incorporated in connection with
the proposed merger. Information about the executive officers and directors of
Arbinet Corporation and their ownership of Arbinet Corporation common stock is
set forth in its proxy statement for its 2010 annual meeting of stockholders,
filed with the SEC on April 30, 2010. Information regarding Primus
Telecommunications Group Incorporated’s directors and executive officers and
their ownership of Primus Telecommunications Group Incorporated common stock is
set forth in its proxy statement for its 2010 annual meeting of stockholders,
filed with the SEC on June 14, 2010.
Certain
directors and executive officers of Arbinet Corporation may have direct or
indirect interests in the merger due to securities holdings, pre-existing or
future indemnification arrangements and rights to severance payments if their
employment is terminated prior to or following the merger. If and to the extent
that any of the Arbinet Corporation and Primus Telecommunications Group
Incorporated participants will receive any additional benefits in connection
with the merger, the details of those benefits will be described in the joint
proxy statement/prospectus relating to the merger. Investors and security
holders may obtain additional information regarding the direct and indirect
interests of Arbinet Corporation, Primus Telecommunications Group Incorporated
and their respective executive officers and directors in the merger by reading
the joint proxy statement/prospectus regarding the merger when it becomes
available.
Forward-looking
Statements
This
press release contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, including, but not limited to,
statements relating to: the timing and expected benefits of the proposed merger,
including the anticipated closing late in the first quarter of 2011, projected
pro form revenues of the combined company, the ranking of the combined company
relative to its peers, the combined company’s ability to capitalize on
long-established experience in carrier telecom operations, the enhanced scale
and market position of the combined company, expectations that customers of the
combined company would have access to additional networks and termination routes
at competitive rates, expectations that the combined company would have a
diversified product portfolio across all wholesale customer segments, the
additional market opportunities expected to be realized as a result of the
combined company’s anticipated, increased global reach, our beliefs that the
transaction will allow Arbinet to be compete more effectively due to enhanced
scale, our expectations regarding cost-savings expected to be derived from
realizing synergies in the combined company. These “forward-looking
statements” are based on management’s current expectations of future events and
are subject to a number of risks and uncertainties that could cause actual
results to differ materially and adversely from those set forth in or implied by
forward-looking statements. These risks and uncertainties include, but are not
limited to: the failure of the stockholders of Arbinet Corporation or Primus
Telecommunications Group Incorporated to approve the merger or the failure of
either party to meet any of the other conditions to the closing of the merger;
the failure to obtain regulatory approvals of the transactions contemplated by
the merger agreement on the proposed terms and schedule; the failure to realize
the anticipated benefits from the merger or delay in realization thereof; our
ability to maintain relationships with customers, employees or suppliers
following the announcement of the transaction; and the risk that the
transactions contemplated by the merger agreement may not be completed in the
time frame expected by the parties or at all. For a further
discussion of the risks and uncertainties we face, please refer to Part I, Item
1A of our Annual Report on Form 10-K, for the year ended December 31, 2009,
filed with the Securities and Exchange Commission (SEC) on March 17, 2010 and
other periodic and current filings that have been filed with the SEC and are
available at www.sec.gov. We assume no obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise,
and such statements are current only as of the date they are
made.
Contacts:
Gary
Brandt, Chief Financial Officer
Arbinet
Corporation
(703)
456-4140
Andrea
Rose / Jed Repko
Joele
Frank, Wilkinson Brimmer Katcher
(212)
355-4449