Attached files
| file | filename |
|---|---|
| 8-K - ARBINET Corp | v211849_8k.htm |
| EX-10.2 - ARBINET Corp | v211849_ex10-2.htm |
| EX-10.1 - ARBINET Corp | v211849_ex10-1.htm |
Exhibit
99.1
Arbinet
Corporation Announces Agreement to Sell Certain Patent Assets for $4
Million
Sale of
Patent Assets Expected to Yield Greater Merger Consideration to Arbinet’s
Stockholders in Acquisition by Primus
HERNDON, VA – February 14, 2011
– Arbinet Corporation (NASDAQ: ARBX) (“Arbinet”), a leading provider of
telecommunications services to fixed and mobile operators, announced that it
signed a definitive agreement to sell its portfolio of patents and patent
applications for a purchase price of $4,000,000 to AIP Acquisition LLC (“AIP”)
on February 11, 2011. Arbinet’s patent sale to AIP is expected to
close this week. In connection with the sale, Arbinet and AIP entered
into a license agreement, which, among other things, will grant to Arbinet and
its affiliates a royalty-free, worldwide, assignable and perpetual license to
the patents, patent applications and associated rights when the patent sale
closes. Arbinet
previously announced on November 11, 2010 that it entered into a definitive
merger agreement with Primus Telecommunications Group, Incorporated (“Primus”),
pursuant to which Primus is to acquire Arbinet in a stock-for-stock
transaction. Under the terms of the merger agreement, Arbinet
retained the right, in its sole discretion, to spin-off to its stockholders or
to sell to a third party for cash certain identified patents and rights arising
from such patents, subject to certain limitations, including that all
transaction costs, fees and expenses and gross tax liabilities attributable to
any such spin-off or sale would not exceed $350,000 in the aggregate and that
Arbinet would first grant Primus a royalty-free, worldwide, assignable and
perpetual license and right to use any and all such patents and
rights.
On
February 11, 2011, Arbinet notified Primus of Arbinet’s election to add the net
proceeds from the sale of its portfolio of patents and patent applications,
dollar for dollar, to the aggregate base merger consideration of $28,000,000,
which will increase the exchange ratio in the merger to greater benefit
Arbinet’s stockholders, as explained below.
In
connection with the proposed merger, Arbinet and Primus filed a definitive joint
proxy statement/prospectus with the Securities and Exchange Commission (the
“SEC”) on January 14, 2011. As described in the joint proxy
statement/prospectus, the stockholder meetings for both Arbinet and Primus have
been set for February 25, 2011. Assuming all conditions precedent
have been satisfied, the merger is expected to close on February 28,
2011. Under the terms of the license agreement signed by Arbinet on
February 11, 2011 simultaneously with the entry into the definitive agreement to
sell Arbinet’s patent assets, upon the consummation of the merger between
Arbinet and Primus, Primus and each of its affiliates will automatically be
entitled to the same rights and benefits as Arbinet under the license agreement
without any further action by Arbinet, Primus, AIP or any of their respective
affiliates.
Effect
of Arbinet’s Patent Sale on Exchange Ratio in Acquisition by Primus
Arbinet
estimates the net proceeds from the sale of Arbinet’s portfolio of patents and
patent applications would equal $3,650,000 and the aggregate base merger
consideration would be increased by such net proceeds from $28,000,000 to
$31,650,000. The actual exchange ratio in the merger cannot be
determined until just before closing of the merger because the calculation of
such ratio depends on the number of shares of Arbinet common stock issued and
outstanding immediately prior to the consummation of the merger and shares that
may become issuable as Primus common stock at or after the closing of the merger
in connection with Primus’s assumption of Arbinet’s outstanding warrants,
options, stock appreciation rights and other equity awards (subject to the
exclusion of certain issuable shares that fail to meet certain criteria set
forth in the merger agreement). Therefore, relying on the assumptions
set forth in each of the joint proxy statement/prospectus dated and filed on
January 19, 2011 with the SEC and delivered to Arbinet’s and Primus’s
stockholders of record, and the registration statement, as amended, filed by
Primus on January 14, 2011 with the SEC, other than with respect to the
assumption regarding aggregate base merger consideration, which has been assumed
to be $31,650,000 (instead of $28,000,000, as set forth in the joint proxy
statement/prospectus and the registration statement), the exchange ratio, as of
January 7, 2011, would be expected to be 0.5794 (instead of 0.5126, as set forth
in the joint proxy statement/prospectus and the registration
statement). The actual exchange ratio may vary significantly from the
ratio determined above based on the assumptions in the joint proxy
statement/prospectus and the registration statement and with respect to the
aggregate base merger consideration amount provided above.
It is
anticipated that, immediately following completion of the merger, and based on
the same assumptions as described in the immediately preceding paragraph,
Arbinet stockholders (by virtue of holding Arbinet common stock immediately
prior to the effective time of the merger) would own approximately 24.6% of the
outstanding shares of Primus common stock (instead of 22% of the outstanding
shares of Primus common stock, as set forth in the joint proxy
statement/prospectus and the registration statement).
About
Arbinet
Arbinet
is a leading provider of international voice, data and managed communications
services for fixed, mobile and wholesale carriers. With more than 1,200 carrier
customers across the globe connected to Arbinet’s network, Arbinet combines
global scale with sophisticated platform intelligence, call routing and industry
leading credit management and settlement capabilities. Arbinet offers these
communication services through three primary product offerings including
thexchangeSM, Carrier Services and PrivateExchangeSM. Arbinet’s thexchangeSM
platform, the largest online wholesale voice trading exchange, continues to
provide customers with access to a neutral marketplace to buy and sell global
voice and data traffic. Arbinet owns and operates a global network of next
generation IP soft switches, media gateways, IP transport and co-location
centers located in the United States, United Kingdom, Hong Kong, Frankfurt and
Miami. Founded in 1996, Arbinet is headquartered in Herndon,
Virginia.
Important
Information and Where to Find It
In
connection with the proposed merger, Arbinet and Primus filed a definitive joint
proxy statement/prospectus with the SEC on January 14, 2011. Copies of the
definitive joint proxy statement/prospectus were sent to stockholders of record
of both Arbinet and Primus seeking their approval of certain matters incident to
the proposed merger. Arbinet and Primus also plan to file other
documents with the SEC regarding the proposed transaction. INVESTORS
AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and stockholders may obtain a free copy of the definitive joint proxy
statement/prospectus and other documents filed by Arbinet and Primus with the
SEC, without charge, at the SEC’s web site at www.sec.gov. Copies of
the definitive joint proxy statement/prospectus and Primus’s SEC filings that
were incorporated by reference in the definitive joint proxy
statement/prospectus may also be obtained for free by directing a request to:
(i) Primus (703) 748-8050, or (ii) Arbinet (703) 456-4100.
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 stockholders in connection with
the proposed merger. Investors and stockholders 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 stockholders 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 is also included in the
definitive joint proxy statement/prospectus regarding the proposed
transaction.
Forward-Looking
Statements
This
press release includes “forward-looking statements” as defined by the
SEC. 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 merger, 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
merger may not be consummated for reasons including that the conditions
precedent to the completion of merger may not be satisfied; the possibility that
the expected synergies from the proposed merger 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 merger 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 SEC; and the risk factors or
uncertainties described from time to time in Primus’s filings with the
SEC. 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.
Contacts:
Gary
Brandt, Chief Financial Officer
Arbinet
Corporation
(703)
456-4140
Andrea
Rose / Jed Repko
Joele
Frank, Wilkinson Brimmer Katcher
|
(212)
355-4449
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