Attached files
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| 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-99.3 - 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 |
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Exhibit
99.5
SUBJECT: Special
Announcement: Arbinet enters into a definitive agreement to be
acquired by Primus
November
11, 2010
Dear
Valued Customer or Member,
As a
valued customer or member, we would like to personally inform you that Arbinet
Corporation has entered into a definitive agreement to be acquired by Primus
Telecommunications Group Incorporated, a leading global provider of advanced
communication solutions, including traditional and IP voice, data, mobile
services, data center, Internet, and outsourced managed
services. This is exciting news for both companies, as we expect it
will allow us to enhance our collective product portfolio and further improve
the overall customer experience. As a combined business, we
believe that we will be able to respond more efficiently to your needs, while
offering more competitive international voice and data
solutions. Through this acquisition, we expect that we will be able
to further leverage the Primus global retail traffic and allow you, our
customers, greater access to international termination routes and innovative
data solutions at competitive rates.
First, we
would like to assure you that your existing services will not be affected as a
result of the acquisition and all current contracts are expected to remain in
place. Until the transaction is closed, Arbinet and Primus will
continue to operate as separate companies. The transaction is subject
to regulatory approvals and the approval of the stockholders of both companies
and is expected to close in the first quarter of 2011. Upon
closing, Arbinet is expected to be integrated into the Primus Global Wholesale
Group. The combined entity will remain as a business unit operating
under Primus Telecommunications Group Incorpated, reporting to Pete Aquino,
CEO.
As a
result of this acquisition, Arbinet and Primus are expected to be able to
further:
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Enhance
our market position
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Expand
our international reach
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Improve
products and services
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Reduce
operational costs
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By
combining Arbinet with Primus’ Wholesale group, we hope to enhance our value
proposition and the opportunity to do more business together.
We will
do our best to keep you updated on our progress. Meanwhile, we have enclosed a
Frequently Asked Questions (FAQs) document specifically prepared to assist you
as we move forward with this exciting new venture. Additionally, you
may find out more information about the acquisition by visiting http://www.primus-arbinet.com
or by emailing marketing@arbinet.com
or ir@primustel.com.
On behalf
of Primus and Arbinet, thank you for your continued business and we look forward
to a wonderful new era of opportunities together.
Sincerely,
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Shawn
O’Donnell
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Peter
D. Aquino
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CEO
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CEO
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Arbinet
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Primus
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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 aquisition. 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.
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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 aquisition, 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 aquisition 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 aquisition 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.