To: JohnG who wrote (449 ) 7/7/2000 4:12:34 PM From: JohnG Respond to of 197623 FBI delays NTT acquisition of Verio. JohnGtotaltele.com Verio deal slowed by FBI concern By Patricia Vowinkel, Reuters 07 July 2000 The U.S. government's concerns about a $5.5 billion takeover of U.S. Internet service provider Verio Inc. by Japan's NTT Communications may slow the completion of the deal, but was unlikely to derail it, merger experts said on Thursday. The Wall Street Journal on Thursday, citing unnamed lawyers and government officials familiar with the matter, said the FBI expressed concern to U.S. Treasury officials about the ability to serve subpoenas and obtain wiretaps needed for investigations. NTT, which declined to comment on the report, last week said it was fielding inquiries from U.S. law enforcement agencies relating to the Internet industry and issues of national security. FBI and Treasury officials declined to comment. Shares of Verio closed down 1-5/8, or 3 percent, to 54-1/4 on Thursday, well below NTT Communication's $60-a-share offer. NTT Communications, a unit of Japan's Nippon Telegraph and Telephone Corp., on Friday said it extended its tender offer for Englewood, Colo.-based Verio until July 14 after it was notified that the Committee on Foreign Investment in the United States would extend its probe into the deal under the Exon-Florio Amendment to the Defence Production Act of 1950. Under the Exon-Florio provisions, the investigation period can be as long as 45 days at which time the matter will be referred to the President for final action. NTT on Friday said it may elect to waive the Exon-Florio closing condition and proceed with closing the deal before the completion of the investigation process. "No deal has ever failed because of the FBI requirements," said Stewart Baker, former general counsel at the National Security Agency during the Bush and Clinton administrations whose current clients include communications and Internet firms. Baker said that, while he has received indications that wiretap and other issues were raised by the FBI, he expects "after some tough bargaining, an agreement will be reached" in the matter. On Wall Street, merger traders said they believed the government has some legitimate security concerns. But, they said, they believe U.S. trade officials were taking advantage of the issue to gain political leverage in a running dispute with Japan over interconnection fees charged by NTT Corp, Japan's former state telephone monopoly, for allowing other carriers to connect to its nationwide local phone network. The United States wants an immediate 41 percent cut in the interconnection fees. But Japan has only offered cuts of 22.5 percent over four years. The two sides are scheduled to meet on Monday ahead of a summit of industrialised nations on the Japanese island of Okinawa later this month. "At the end of the day, it's a resolvable issue with some common sense solutions," an arbitrageur said. "I think it's going to go away," another arbitrageur said. "They're going to come up with a compromise for reduced interconnection fees and this thing goes away," he said. However, in their merger agreement, NTT Communications has agreed to pay Verio its expenses up to $5 million if the deal falls apart because of failure to get Exon-Florio approval. Baker said the FBI request could lead to more questions down the road as other acquisitions are attempted. "Other foreign purchasers of telecom and Internet companies in the United States will have to get through the FBI and the accommodate the FBI concerns in order to finalise the transactions," he said.