Signs Memorandum of Understanding for Settlement of Merger Agreement Litigation
NEW YORK, Feb. 28, 2011 - Verizon Communications Inc. (NYSE, NASDAQ: VZ) today announced that, in connection with the settlement of purported class action lawsuits that related to its agreement to acquire Terremark Worldwide, Inc. (NASDAQ: TMRK), it has extended its tender offer for all outstanding shares of Terremark for $19.00 per share in cash without interest and less any required withholding taxes.
The tender offer is being made by Verizon Holdings Inc., a wholly owned subsidiary of Verizon, pursuant to a previously announced Agreement and Plan of Merger, dated Jan. 27, 2011, by and among Verizon, Verizon Holdings Inc. and Terremark. The tender offer will now expire at midnight Eastern time on March 21, 2011, unless extended in accordance with the definitive agreement and the applicable rules and regulations of the Securities and Exchange Commission (SEC).
The settlement of the purported class action lawsuits, which were filed against Terremark, its directors, Verizon and in one lawsuit, Terremark's financial advisor, in the Court of Chancery in Delaware and in Florida federal and state courts, is subject to the approval of the courts. Under the terms of the settlement, Verizon and Terremark have agreed to amend the merger agreement to provide for the extension of the tender offer period to midnight on March 21, 2011; to provide that the termination fee will be $40 million; to eliminate the "top-up" option; and to eliminate Verizon's right to require Terremark to hold a special meeting of its shareholders in the event of a change in recommendation for the transaction by Terremark's board of directors.
Verizon and the other defendants specifically deny all the allegations made in the lawsuits and the memorandum of understanding entered into, and the settlement contains no admission of wrongdoing. The settlement is conditioned upon, among other things, negotiation of a final stipulation of settlement and receipt of final required court approvals.
Any additional extension of the tender offer will be followed as promptly as practicable by public announcement thereof, and such announcement will be made no later than 9 a.m. Eastern time on the next business day after the previously scheduled expiration date. The tender offer is subject to customary conditions, including the acquisition by Verizon of a majority of the outstanding shares of Terremark common stock on a fully diluted basis and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Verizon filed its HSR application with the Department of Justice and the Federal Trade Commission on Feb. 25, 2011. As previously disclosed, stockholders holding shares representing approximately 27.6 percent of the outstanding voting shares of Terremark have agreed, among other things, to tender all of their shares in the tender offer.
Today, Verizon will file with the SEC an amendment to its tender offer statement on Schedule TO, setting forth the terms of the amended merger agreement and the settlement. Terremark will shortly file with the SEC an amended solicitation/recommendation statement on Schedule 14D-9, setting forth additional information, among other things; changes to the section on the "The Solicitation and Recommendation"; and confirming the unanimous recommendation by those directors present and voting of Terremark's board of directors that Terremark's stockholders accept the tender offer and tender their Terremark shares pursuant to the tender offer.
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 America's most reliable wireless network, serving 94.1 million customers nationwide. Verizon also provides converged communications, information and entertainment services over America's 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.
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