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-99.1 - EXHIBIT 99.1 - ARBINET Corp | v202001_ex99-1.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
99.3
Email to Employees from
Arbinet Chief Executive Officer, Shawn O’Donnell on November 11,
2010
Dear
Colleagues,
We are
pleased to announce that Arbinet has entered into a definitive agreement to be
acquired by Primus Telecommunications in an all-stock transaction. This is
exciting news for our company as we believe it will allow us to better compete
in the marketplace and further improve the overall customer experience. A
copy of the press release we issued this morning is attached for your
reference. We will also be posting a Frequently Asked Questions (FAQs)
document today for your review.
For those
of you who are not familiar with Primus, it is a leading provider of
facilities-based integrated communications solutions and one of the leading
international wholesale service providers to fixed and mobile network operations
worldwide. Founded in 1994, Primus is headquartered in McLean, Virginia
and has approximately 1,500 employees.
We
believe this transaction will allow Arbinet to respond more effectively to the
changing network needs of customers while providing Arbinet with the scale and
market position required to remain competitive in the global
marketplace. Subject to the approval of stockholders of Arbinet and
Primus and various regulators and upon the closing of the transaction, Primus
intends to merge Arbinet into its Global Wholesale Group, which is expected to
generate over $500 million in revenue annually. We anticipate that the
combined company will enable customers to access additional networks and
termination routes at competitive rates, and will benefit from a diversified
product portfolio and increased global reach. In addition, by integrating
Arbinet’s operations into Primus’ operations, Arbinet is expected to benefit
from lower operational costs. Importantly, we believe that Primus has an
outstanding reputation in the marketplace and shares a corporate culture and
values similar to ours. In short, we believe Arbinet will thrive as part
of the Primus team.
Following
the closing, the combined company will be led by Primus’ current CEO, Pete
Aquino. An integration team comprised of executives of both companies will
make recommendations on how best to organize the combined company. The
transaction is subject to certain regulatory approvals and the approval of the
stockholders of both companies, along with customary closing conditions, and is
expected to close in the first quarter of 2011. Until the transaction
closes, Arbinet and Primus will remain separate companies, and it will be
business as usual. The most important thing you can do is to stay
focused on our priorities and serving our customers.
Please note I will be hosting an Employee-Only Town hall in
Herndon this morning at 9am EST. A separate calendar invitation will be
sent to all employees by Kendra Perdue with the documentation mentioned, as well
as, a dial-in number.
I also
encourage you to visit the transaction website that has been set up and will
contain additional information about the transaction at http://www.primus-arbinet.com.
Should
your customers or prospects have any questions, please ask them to visit http://www.primus-arbinet.com
before escalating their inquiry. Furthermore, it is important that Arbinet
speaks with one voice on this transaction. If you are contacted by
reporters, analysts or other outside parties that wish to know more about the
transaction, please refer them to Gary Brandt (CFO) at +1 703 650 4140 or gbrandt@arbinet.com.
If you are contacted by customers or suppliers that wish to know more about the
transaction, please refer them to Brian Troesch (SVP Global Sales, Marketing
& Business Development) at +1 917 320 2024 or btroesch@arbinet.com.
1
Thank you
for your hard work and continued dedication. I am excited about what lies
ahead for Arbinet and hope you share my enthusiasm.
Sincerely,
Shawn
O’Donnell
CEO
Arbinet
Important
Information and Where to Find It
In
connection with the proposed acquisition, Primus Telecommunications Group,
Incorporated (“Primus”) will file with the Securities and Exchange Commission
(“SEC”) a Registration Statement on Form S-4 that will include a preliminary
proxy statement of Primus and Arbinet Corporation (“Arbinet”) that also
constitutes a preliminary prospectus of Primus. A definitive joint proxy
statement/prospectus will be sent to security holders of both Arbinet and Primus
seeking their approval with respect to the proposed acquisition. Primus
and Arbinet also plan to file other documents with the SEC regarding the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus (when it becomes available) and other documents filed
by Primus and Arbinet with the SEC, without charge, at the SEC’s web site at
www.sec.gov.
Copies of the joint proxy statement/prospectus, once available, and each
company’s SEC filings that will be incorporated by reference in the joint proxy
statement/prospectus may also be obtained for free by directing a request to:
(i) Primus tel: +1.703.748.8050, or (ii) Arbinet via Andrea Rose or Jed Repko at
Joele Frank, Wilkinson Brimmer Katcher tel: +1.212.355.4449.
Participants
in the Solicitation
Arbinet,
Primus, and their respective directors, executive officers and other members of
their management and employees may be deemed to be “participants” in the
solicitation of proxies from their respective security holders in connection
with the proposed acquisition. Investors and security holders may obtain
information regarding the names, affiliations and interests of Primus’s
directors, executive officers and other members of its management and employees
in Primus’s Annual Report on Form 10-K for the year ended December 31, 2009,
which was filed with the SEC on April 5, 2010, and amended in a Form 10-K/A
filed with the SEC on April 28, 2010, Primus’s proxy statement for its 2010
annual meeting, which was filed with the SEC on June 14, 2010, and any
subsequent statements of changes in beneficial ownership on file with the
SEC. Investors and security holders may obtain information regarding the
names, affiliations and interests of Arbinet’s directors, executive officers and
other members of their management and employees in Arbinet’s Annual Report on
Form 10-K for the year ended December 31, 2009, which was filed with the SEC on
March 17, 2010, Arbinet’s proxy statement for its 2010 annual meeting, which was
filed with the SEC on April 30, 2010, and any subsequent statements of changes
in beneficial ownership on file with the SEC. These documents can be
obtained free of charge from the sources listed above. Additional information
regarding the interests of these individuals will also be included in the joint
proxy statement/prospectus regarding the proposed transaction when it becomes
available.
Forward-Looking
Statements
This
document includes “forward-looking statements” as defined by the Securities and
Exchange Commission. All statements, other than statements of historical fact,
included herein that address activities, events or developments that Arbinet or
Primus expects, believes or anticipates will or may occur in the future,
including anticipated benefits and other aspects of the proposed acquisition,
are forward-looking statements. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially. Risks and uncertainties that could affect forward-looking
statements include, but are not limited to, the following: the risk that the
acquisition of Arbinet may not be consummated for reasons including that the
conditions precedent to the completion of the acquisition may not be satisfied;
the possibility that the expected synergies from the proposed acquisition will
not be realized, or will not be realized within the anticipated time period; the
risk that Primus’s and Arbinet’s businesses will not be integrated successfully;
the possibility of disruption from the acquisition making it more difficult to
maintain business and operational relationships; any actions taken by either of
the companies, including, but not limited to, restructuring or strategic
initiatives (including capital investments or asset acquisitions or
dispositions); the ability to service substantial indebtedness; the risk factors
or uncertainties described from time to time in Arbinet’s filings with the
Securities and Exchange Commission; and the risk factors or uncertainties
described from time to time in Primus’s filings with the Securities and Exchange
Commission (including, among others, those listed under captions titled
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources — Short- and Long-Term Liquidity
Considerations and Risks;” “— Special Note Regarding Forward-Looking
Statements;” and “Risk Factors” in Primus’s annual report on Form 10-K and
quarterly reports on Form 10-Q) that cover matters and risks including, but not
limited to: (a) a continuation or worsening of global recessionary economic
conditions, including the effects of such conditions on our customers and our
accounts receivables and revenues; (b) the general fluctuations in the exchange
rates of currencies, particularly any strengthening of the United States dollar
relative to foreign currencies of the countries where we conduct our foreign
operations; (c) the possible inability to raise additional capital or refinance
indebtedness when needed, or at all, whether due to adverse credit market
conditions, our credit profile or otherwise; (d) a continuation or worsening of
turbulent or weak financial and capital market conditions; (e) adverse
regulatory rulings or changes in the regulatory schemes or requirements and
regulatory enforcement in the markets in which we operate and uncertainty
regarding the nature and degree of regulation relating to certain services; and
(f) successful implementation of cost reduction efforts. Readers are
cautioned not to place undue reliance on forward-looking statements, which speak
only as of their dates. Except as required by law, neither Arbinet nor Primus
intends to update or revise its forward-looking statements, whether as a result
of new information, future events or otherwise.
2