NOVEMBER 15, 2010 -- Arbinet Corp., provider of telecommunications services to fixed and mobile operators, has signed a definitive agreement to be acquired by Primus Telecommunications Group Inc., a global facilities-based integrated provider of advanced telecommunications products and services, in a stock-for-stock merger transaction.
Under the terms of the merger agreement, which has been approved by the Board of Directors of Arbinet, upon recommendation by its special committee which was appointed to evaluate the advisability of the transaction, and by the Board of Directors of Primus, Arbinet common shareholders will receive shares of Primus common stock in exchange for the Arbinet common stock they own.
The agreement contains a go-shop provision under which Arbinet may solicit alternative proposals from third parties during the next 45 calendar days. There can be no assurances that this process will result in an alternative transaction.
Upon closing, Primus intends to integrate Arbinet's operations into its Global Wholesale Group. The combined company is expected to offer a diversified product portfolio of international voice and data services across wholesale customer segments. The anticipated increased global reach is expected to provide additional market opportunities for retail and carrier wholesale interconnectivity.
Shawn O'Donnell, president and chief executive officer of Arbinet, explains: "We believe this transaction will allow Arbinet to respond more effectively to marketplace challenges through enhanced scale, expanded reach, and improved products and services.”
Peter D. Aquino, chairman, president, and chief executive officer of Primus, states: "With the combined carrier services platforms and additional global reach through Arbinet's Exchange, Primus gains access to additional traffic streams, better routes for termination of voice traffic and the ability to manage multiple segments of carrier customers."
The combined company will be led by Peter D. Aquino, chairman, president, and chief executive officer of Primus. Upon the closing of the transaction, an integration team comprised of executives of both companies will make recommendations on how best to organize the combined company.
The Boards of Directors of both companies have approved the merger agreement, which is subject to regulatory approvals and the approval of the stockholders of both companies, among other customary closing conditions. The transaction is expected to close in the first quarter of 2011.
The BankStreet Group LLC is serving as Arbinet's financial advisor, and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as its legal advisor.