To: David S. Dennison who wrote (111 ) 7/17/1999 12:42:00 AM From: Cola Can Respond to of 210
Copied from RB: July 16 — U S West's board is expected to approve a merger proposal later today from its Denver neighbor Qwest Communications, according to sources close to both companies. The U S West board is meeting this evening to vote on whether to accept Qwest's $69-a-share, all-stock offer for the Baby Bell. While Qwest has not increased the price it will pay for U S West, Qwest has agreed to structure the deal as a merger of equals and address so-called “cultural” or “social” issues of the transaction. HOW THAT IS being done could not be confirmed. But I am told that under Qwest's proposal, its CEO, Joe Nacchio, will retain the CEO title in a combined entity. However, U S West's CEO, Sol Trujillo, will share power with Nacchio in a newly-created office of the chairman. Again, those details have not been confirmed, and neither Qwest nor U S West officials will offer any comment. But they speak to an effort on Qwest's part to share management with U S West — one key that is expected to sway the board. In order to meet U S West's demands that the deal be structured as a merger of equals, sources tell me that new company's board will be split evenly, although the name of the company is expected to be Qwest. Given that the board has not yet voted, it is far from a done deal. But Qwest's bid is superior on paper to the current merger of equals proposal from Global Crossing, which currently values U S West shares at about $57 each. Qwest will guarantee at least $69 a share if its stock trades above $30.50 a share, a level it is currently $3 dollars above. As for what happens to Frontier, as I have reported, after signing a confidentiality agreement with that company, Qwest has barely spoken since. I'm told only one meeting has taken place and nothing of substance was discussed. That may be a sign that Qwest's true ambitions lie with U S West. It was one month ago, three days after Qwest's original proposals, that I reported on the possibility the two companies might ultimately work out a deal under which Qwest took U S West and Global Crossing retained Frontier. It is unclear what, if any, talks may be taking place between the two companies. But Global Crossing has made clear in meetings with investors this week that it is committed to its deal to buy Frontier for $63 in stock and intends to defend that deal. Under US West and Global Crossing's current merger agreement, Global Crossing has three business days to respond to any offer that US West accepts other than its own, and is entitled to receive $850 million if U S West accepts another deal. All of those considerations, however, could be dealt with if Global Crossing and Qwest were able to resolve them in negotiations.