Attached files
file | filename |
---|---|
8-K - FORM 8-K - TERREMARK WORLDWIDE INC. | g25898e8vk.htm |
EX-2.1 - EX-2.1 - TERREMARK WORLDWIDE INC. | g25898exv2w1.htm |
EX-99.1 - EX-99.1 - TERREMARK WORLDWIDE INC. | g25898exv99w1.htm |
Exhibit 99.2
NEWS RELEASE
FOR IMMEDIATE RELEASE January 27, 2011 |
Media contacts: Peter Lucht Verizon 617-743-6809 peter.lucht@verizon.com |
|
Xavier Gonzalez Terremark 305-961-3134 xgonzalez@Terremark.com |
Verizon to Acquire Terremark, Boosting Cloud
Strategy through Powerful Unified Enterprise IT
Delivery Platform
Strategy through Powerful Unified Enterprise IT
Delivery Platform
Acquisition Will Accelerate Everything as-a-Service Strategy by
Leveraging the Companies Collective Strengths
Leveraging the Companies Collective Strengths
Wholly Owned Subsidiary to Retain Terremark Name, Extend Leadership
in Rapidly Evolving Global Cloud Services Market
in Rapidly Evolving Global Cloud Services Market
NEW YORK and MIAMI In a move that will decisively reshape the rapidly evolving global
business technology solutions market, Verizon Communications Inc. (NYSE, NASDAQ: VZ) and Terremark
Worldwide Inc. (NASDAQ: TMRK) today announced a definitive agreement under which Verizon will
acquire Terremark, a global
provider of managed IT infrastructure and cloud services, for $19.00 per share in cash, or a
total equity value of $1.4 billion.
Pursuant to the agreement, Verizon anticipates that it will commence a tender offer between
Feb.10, 2011, and Feb. 17, 2011, for all shares of common stock of Terremark. The tender offer
price constitutes a premium of 35 percent per share over todays closing price. The transaction is
subject to the valid tender of a majority of the shares of Terremark; the expiration or early
termination of the Hart-Scott-Rodino antitrust waiting period; and other customary closing
conditions. The Board of Directors of Terremark has unanimously approved the transaction, and the
transaction was unanimously approved by the directors of Verizon present and voting. Verizon has
also entered into agreements with three stockholders of Terremark to tender their shares into the
offer, representing approximately 27.6 percent of the outstanding voting shares of Terremark.
Verizon expects to close the tender offer late in the first quarter of 2011.
This transaction will accelerate Verizons everything-as-a-service cloud strategy by
delivering a powerful portfolio of highly secure, scalable on-demand solutions to business and
government customers globally through a unified enterprise IT platform and unique business cloud
offerings that leverage the companies collective strengths.
Verizon plans to operate the new unit as a wholly owned subsidiary retaining the Terremark
name and with Terremarks current management team continuing to manage the company.
Cloud computing continues to fundamentally alter the way enterprises procure, deploy and
manage IT resources, and this combination helps create a tipping point for
everything-as-a-service, said Lowell McAdam, president and chief operating officer of
Verizon. Our collective vision will foster innovation, enhance business processes and dynamically
deliver business intelligence and collaboration services to anyone, anywhere and on any device.
Manuel D. Medina, chairman and CEO of Terremark, said: This transaction, first and foremost,
provides Terremarks stockholders with the opportunity for immediate, maximum value and liquidity
for their investment in our common stock. We are very proud of all weve accomplished in building
and developing a world-class business that delivers industry-leading services. This agreement
represents an exciting opportunity to accelerate our strategy and serve our enterprise and
government customers with even greater innovation on a global scale with Verizons resources and
extensive reach. We will continue to work with leading hardware, software, systems integrator and
carrier partners to build on our unique business model.
Headquartered in Miami, Terremark is a widely recognized Infrastructure-as-a-Service leader
with a proven track record of delivering cloud-based resources with the highest levels of security
and availability in the industry. Operating 13 data centers in the U.S., Europe and Latin America,
Terremark combines secure cloud computing, colocation and managed hosting services into a seamless
hybrid environment. Its Enterprise Cloud platform provides some of the worlds largest companies
and U.S. government agencies with on-demand access to secure and reliable computing resources.
Verizon is a global leader in driving better business outcomes for mid-sized and large
enterprises and government agencies. The company operates more than 220 data centers across 23
countries, including 19 premium centers and five smart centers.
Verizon combines integrated communications and IT solutions, professional services expertise
with high-IQ global IP and mobility networks to enable businesses to securely access information,
share content and communicate. Verizon is rapidly transforming to a cloud-based
everything-as-a-service delivery model that will put the power of enterprise-grade solutions
within the reach of every business, wherever and whenever needed. Find out more at
www.verizonbusiness.com.
Verizon was represented by Goldman Sachs and Weil, Gotshal & Manges, and Terremark was
represented by Credit Suisse Securities (USA) LLC and Greenberg Traurig.
About Verizon
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 Americas most reliable
wireless network, serving 94.1 million customers nationwide. Verizon also provides converged
communications, information and entertainment services over Americas 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.
About Terremark
Terremark Worldwide (NASDAQ:TMRK) is a leading global provider of IT infrastructure services
delivered on the industrys most robust and advanced technology platform. Leveraging data centers
in the United States, Europe and Latin America with access to massive and diverse network
connectivity, Terremark delivers government and enterprise customers a comprehensive suite of
managed solutions including managed hosting, colocation, disaster recovery, security, data storage
and cloud computing services. Terremarks Enterprise Cloud computing architecture delivers the
agility, scale and economic benefits of cloud computing to mission-critical enterprise and Web 2.0
applications and its DigitalOps(R) service platform combines end-to-end systems management workflow
with a comprehensive customer portal. More information about Terremark Worldwide can be found at
www.Terremark.com.
####
VERIZONS ONLINE NEWS CENTER: Verizon news releases, executive speeches and biographies, media
contacts, high-quality video and images, and other information are available at Verizons News
Center on the World Wide Web at www.verizon.com/news. To receive news releases by e-mail,
visit the News Center and register for customized automatic delivery of Verizon news releases.
Editors Note: Verizon will host a webcast on Friday, Jan. 28, to discuss the transaction. The
webcast will begin at approximately 8:30 a.m. Eastern time and will be available at
www.verizon.com/investor or
www.terremark.com/investor-relations.aspx. Access instructions and presentation materials will be available on the sites prior to the start of the webcast.
www.terremark.com/investor-relations.aspx. Access instructions and presentation materials will be available on the sites prior to the start of the webcast.
Additional Information and Where to Find It
The tender offer described in this release has not yet commenced, and this release is neither an
offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer
is commenced, Verizon will cause a new subsidiary, Verizon Holdings Inc., to file a tender offer
statement on Schedule TO with the SEC. 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 that will
be filed by Terremark with the SEC because they will contain important information about the
proposed transaction. These documents will be available at no charge on the SECs website at
www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other
related tender offer documents once they become available 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 will also be made available to all stockholders of Terremark
by contacting Terremarks Investor Relations at 305-860-7822 or hblankenbaker@terremark.com.
This communication may be deemed to be solicitation material in respect of the proposed acquisition
of Terremark by Verizon. In connection with the proposed acquisition, Terremark intends to file
relevant materials with the SEC, including Terremarks proxy statement in preliminary and
definitive form. Terremark stockholders are strongly advised to read all relevant documents filed
with the SEC, including Terremarks definitive proxy statement, because they will contain important
information about the proposed transaction. These documents will be available at no charge on the
SECs website at www.sec.gov. In addition, documents will also be available for free from Terremark
by contacting Terremarks Investor Relations at 305-860-7822 or hblankenbaker@terremark.com.
Participants in Solicitation
Verizon and its directors and executive officers, and Terremark and its directors and executive
officers, may be deemed to be participants in the solicitation of proxies from the holders of
Terremark common stock in respect of the proposed transaction. Information about the directors and
executive officers of Verizon is set forth in the proxy statement for Verizons 2010 Annual Meeting
of Stockholders, which was filed with the SEC on March 22, 2010. Information about the directors
and executive officers of Terremark is set forth in the proxy statement for Terremarks 2010 Annual
Meeting of Stockholders, which was filed with the SEC on June 17, 2010. Investors may obtain
additional information regarding the interest of such participants by reading the definitive proxy
statement regarding the acquisition when it becomes available.
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 Verizons and Terremarks future expectations, beliefs, goals or prospects constitute
forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of
1934 (collectively, 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 Terremarks 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 Verizons Annual Report on Form 10-K for the fiscal
year ended December 31, 2009 and in its most recent quarterly report filed with the SEC, and
Terremarks 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.