AUGUST 25, 2006 -- Global Crossing announced today that its subsidiary, GC Acquisitions UK Ltd. has made a cash offer to acquire all of the issued and to-be-issued shares of Fibernet Group Plc, a provider of specialist telecommunications networks to large enterprises and other telecommunications and Internet service companies.
The offer values the issued and to-be-issued shares of Fibernet at approximately $96.1 million (50.6 million British pounds sterling) and has been unanimously recommended by Fibernet's board of directors. If they accept the offer, Fibernet shareholders would receive 78 pence (approximately $1.48) per share in cash at closing of the transaction. The Fibernet directors have irrevocably undertaken to accept the offer with respect to all of their direct and beneficial holdings. In addition, certain institutions have also agreed to accept the offer, subject to conditions. The directors' shares combined with the institutional shares represent approximately 39 percent of Fibernet's outstanding shares.
"This is a great transaction for our company and for Fibernet," said John Legere, CEO of Global Crossing. "Global Crossing and Fibernet have complementary businesses in the UK. The opportunity to combine and grow these businesses is compelling and exciting for us. I look forward to a quick and seamless integration upon closing and to better serving existing customers and welcoming new customers with the expanded range of products we will offer."
Global Crossing is executing a strategy focused on its "invest and grow" segment, namely that part of the business serving multinational enterprises and service providers with innovative IP services. Global Crossing believes that this transaction will accelerate its development by increasing and diversifying Global Crossing's customer base of "invest and grow" clients in the United Kingdom through the addition of Fibernet's marquee roster of UK corporate enterprise and carrier customers. Examples of these new customers include the Bank of England, Citigroup, IBM and Carphone Warehouse.
Global Crossing and Fibernet have complementary long-haul networks, Global Crossing believes. This complementary network infrastructure will facilitate the integration, allowing the combined company to offer Global Crossing's broad array of innovative IP- based service offerings to Fibernet's current customer base. It will also result in the creation of a strong market position from which to expand this list of enterprise customers.
Fibernet provides its services from a national fiber network in the UK and also from its metropolitan networks in London, Bristol, Birmingham, Edinburgh, Frankfurt, Glasgow, Leeds, Manchester, and Reading. The company has more than 100 points of presence in the UK and an additional 12 in Frankfurt, Germany. In the financial year ended August 31, 2005, Fibernet reported revenue of 47.9 million pounds sterling and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) of 15.9 million pounds sterling, or $91.0 million and $31.2 million, respectively, at current exchange rates. These financial results were previously reported by Fibernet in accordance with UK Generally Accepted Accounting Principles (UK GAAP).
Charles McGregor, chief executive of Fibernet, said, "In an increasingly competitive market, where the consolidation of two complementary businesses can deliver a stronger combined company, I believe that this union will provide an enhanced position for the interests of stakeholders overall."
"The acquisition of Fibernet will be a terrific example of how we are building upon Global Crossing's unique value proposition and growing our business through targeted acquisitions to accelerate our organic business plan," added Legere. "As the telecommunications industry continues to consolidate, we'll capitalize on select opportunities to augment our customer base, extend our reach and capabilities, and grow as the nimble, flexible IP- based telecommunications leader that is today's Global Crossing."
The acquisition is expected to close in the fourth quarter of 2006 and is conditioned on acceptance by Fibernet shareholders and regulatory approvals. Additional detail on the transaction will be forthcoming upon completion of the offer following the procedures established by the City Code on Takeovers and Mergers in the United Kingdom.
Hawkpoint Partners Limited is acting as sole financial advisor on the transaction to Global Crossing Limited and GC Acquisitions UK.
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