To: James who wrote (175 ) 2/15/2000 6:30:00 PM From: Greg Reinhart Respond to of 275
Teleglobe To Be Acquired By BCE Company Supportive of Offer Montreal , February 15, 2000 - In a strategic move designed to support its growth objectives, Teleglobe Inc. (NYSE, TSE: TGO) announced that it has signed a definitive agreement to be acquired by BCE (NYSE, TSE: BCE), Canada?s largest communications company. Teleglobe said today that its board of directors, including a special committee of independent directors, unanimously agreed to support BCE?s offer, and will recommend to the company?s shareholders that the transaction be approved. Two of Teleglobe?s leading shareholders, Kenny Troutt and Telesystem Ltd, have accepted BCE?s offer, which, together with the approximately 23 % of Teleglobe?s shares already owned by a BCE subsidiary, will provide BCE with a 49% ownership interest in Teleglobe. Teleglobe shareholders will receive BCE shares having a value of C$48.41 (US$33.41) for each Teleglobe common share they own, so long as the 10-day weighted average price for BCE (following its distribution of its Nortel shares) is between C$50 and C$57 (US$34 and US$39) for the period ending five trading days prior to the closing of the transaction. This represents a purchase price of C$9.65 billion (US$6.66 billion) for the 199.4 million common shares outstanding which the BCE group does not own. If BCE?s trading price is below C$50 (US$34) per common share, the exchange ratio will be fixed at .97 of a BCE share for every Teleglobe share. If BCE?s trading price is above C$57 (US$39) per common share the exchange ratio will be fixed at .85 of a BCE share for every Teleglobe share. ?This acquisition will support Teleglobe?s growth objectives, and help BCE capitalize on the global expansion and consolidation that the communications industry is currently experiencing,? said Charles Sirois, chairman and CEO of Telesystem Ltd. ?Not only will it allow Teleglobe to accelerate its global Internet network strategy, but it will provide a strong international component to BCE?s service offerings.? He added that the acquisition will provide ?enhanced value to Teleglobe?s shareholders, and great long-term benefits to its customers and employees.? Effective today, Jean Monty will serve as chairman of Teleglobe, Charles Sirois will serve as special advisor to Mr. Monty and Paolo Guidi and Christina Gold will serve as co-CEOs. Kenny Troutt, Teleglobe?s largest individual shareholder and founder of the company?s direct selling unit, Excel Communications, will also continue to serve as chairman of Excel with a 4.9 percent ownership interest of BCE. In addition, Telesystem Ltd, a private holding company founded by Sirois, will own 2.4 percent of BCE. Teleglobe will continue to be headquartered in Montreal and operate under the Teleglobe name. No significant changes in staffing levels are anticipated as a result of the transaction, the company said. The transaction will be subject to customary legal and regulatory approvals in both Canada and the United States, including the approval of Teleglobe?s shareholders. Teleglobe expects that the transaction will close as soon as possible after receipt of regulatory approvals. Lehman Brothers and RBC Dominion Securities have served as financial advisors to Teleglobe in this transaction. About Teleglobe Teleglobe Inc. (NYSE, TSE: TGO) is a leading global provider of broadband services with the most extensive global Internet network. Delivering advanced broadband applications to customers in more than 100 countries - matching global reach with global depth - Teleglobe is the premier communications architecture for the digital economy. Teleglobe is currently enhancing its leadership position through GlobeSystem?, a 5-year, U.S. $5 billion strategic initiative providing 160 cities around the world with scalable broadband service platforms, and linking them through a seamless data network. GlobeSystem is the world's first globally integrated Internet, voice, data and video network. For more information, visit www.teleglobe.com. For more information: Nicole Blanchard Director, Investor Relations Teleglobe Inc. Tel. 1-514-868-8148 Email. nicole.blanchard@teleglobe.com Jacques Deforges Vice-President and Corporate Treasurer Teleglobe Inc. Tel. 1-514-868-7716 Email. jacques.deforges@teleglobe.com MichŠle Beaubien Vice President, Corporate Communications Teleglobe Inc. Tel. 514-868-7762 Email. michele.beaubien@teleglobe.com