Primus and Arbinet Announce Special Meetings of Stockholders
January 14 2011 - 12:21PM
Marketwired
Primus Telecommunications Group, Incorporated (OTCBB: PMUG), a
global facilities-based integrated provider of advanced
telecommunications products and services, and Arbinet Corporation
(NASDAQ: ARBX), a leading provider of telecommunications services
to fixed and mobile operators, announced today that their
respective boards of directors have scheduled special meetings of
their respective stockholders for Friday, February 25, 2011 to vote
on matters incident to the proposed transaction announced by the
companies on November 11, 2010.
Primus' stockholders will vote on the issuance of shares in
connection with the company's proposed acquisition of Arbinet and
the approval of the Primus Telecommunications Group, Incorporated
Management Compensation Plan, as Amended. Primus stockholders of
record as of the close of business on Wednesday, January 12, 2011
will be entitled to notice of, and to vote at, Primus' special
meeting.
Arbinet's stockholders will vote on the definitive merger
agreement pursuant to which Arbinet will be acquired by Primus in
the proposed stock-for-stock merger transaction. Arbinet
stockholders of record as of the close of business on Wednesday,
January 12, 2011 will be entitled to notice of, and to vote at,
Arbinet's special meeting.
The companies currently expect the proposed merger transaction
to be completed by the end of February 2011, subject to stockholder
approvals and the satisfaction of all other closing conditions
contained in the merger agreement.
About Primus
Primus Telecommunications Group, Incorporated is a leading
provider of advanced communication solutions, including,
traditional and IP voice, data, mobile services, broadband
Internet, collocation, hosting, and outsourced managed services to
business and residential customers in the United States, Canada,
Australia, and Brazil. Primus is also one of the leading
international wholesale service providers to fixed and mobile
network operators worldwide. Primus owns and operates its own
global network of next-generation IP soft switches, media gateways,
hosted IP/SIP platforms, broadband infrastructure, fiber capacity,
and data centers located in Canada, Australia, and Brazil. Founded
in 1994, Primus is headquartered in McLean, Virginia.
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 a thexchange(SM), Carrier Services and
PrivateExchange(SM). Arbinet's thexchange(SM) 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 acquisition, Arbinet and Primus
filed a joint proxy statement/prospectus with the Securities and
Exchange Commission (the "SEC") on January 14, 2011. INVESTORS AND
STOCKHOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY
STATEMENT/PROSPECTUS, BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Copies of the definitive joint proxy statement/prospectus will be
sent to stockholders of both Arbinet and Primus seeking their
approval of certain matters incident to the proposed acquisition.
Investors and stockholders may obtain a free copy of the 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 joint proxy statement/prospectus and
Primus's SEC filings that were incorporated by reference in the
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. INFORMATION ABOUT THESE PERSONS CAN BE FOUND IN EACH
COMPANY'S 2009 ANNUAL REPORT ON FORM 10-K AND 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 ABOUT THE INTERESTS OF SUCH PERSONS
IN THE SOLICITATION OF PROXIES IN RESPECT OF THE PROPOSED
ACQUISITION WILL BE INCLUDED IN THE JOINT PROXY
STATEMENT/PROSPECTUS TO BE FILED WITH THE SEC.
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 acquisition, are
forward-looking statements. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to
differ materially. 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: Primus Investors: Primus Richard Ramlall
SVP Corporate Development and Chief Communications Officer
703-748-8050 ir@primustel.com Lippert/Heilshorn & Assoc., Inc.
Carolyn Capaccio 212-838-3777 ccapaccio@lhai.com Arbinet:
Arbinet Corporation Gary Brandt Chief Financial Officer (703)
456-4140 ir@arbinet.com Joele Frank Wilkinson Brimmer Katcher
Andrea Rose (212) 355-4449 arose@joelefrank.com
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