NEW YORK, April 8, 2011 /PRNewswire/ -- Verizon
Communications Inc. (NYSE, NASDAQ: VZ) today announced that the
subsequent offering period of its tender offer for all outstanding
shares of Terremark Worldwide, Inc. (NASDAQ: TMRK) common stock has
expired.
The subsequent offering period – made by Verizon's wholly owned
subsidiary, Verizon Holdings Inc. – expired at 5 p.m. Eastern time on Thursday, April 7. After acquiring all
shares validly tendered during the subsequent offering period,
Verizon Holdings owns approximately 78,449,980 shares of Terremark
common stock, representing approximately 96.6 percent of the
outstanding shares. Verizon intends to promptly move forward
with a "short-form" merger under Delaware law through which Terremark will
become a direct, wholly owned subsidiary of Verizon. Verizon
announced on April 1 that it had
acquired control of Terremark.
As a result of the merger, any shares of Terremark common stock
not previously tendered will be canceled and (except for shares
held in the treasury of Terremark or by Verizon or Verizon
Holdings, or shares for which appraisal rights are properly
demanded) will be converted into the right to receive the same
$19 in cash per share, without
interest and less any applicable withholding taxes, that was paid
in the tender offer.
Following the merger, Terremark common stock will cease to be
traded on NASDAQ.
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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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 Verizon's and
Terremark's future expectations, beliefs, goals or prospects
constitute 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 Terremark's 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
Verizon's Annual Report on Form 10-K for the fiscal year ended
December 31, 2010, and Terremark's
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.
SOURCE Verizon Communications Inc.