To: SJS who wrote (1050 ) 3/31/1998 10:45:00 AM From: MangoBoy Respond to of 6846
[Qwest Announces Completion of Phoenix Network Acquisition] DENVER--(BUSINESS WIRE)--March 31, 1998--Qwest Communications International Inc. today announced the consummation of the definitive merger agreement, dated Dec. 31, 1997, to acquire Phoenix Network, Inc. of Golden Colorado. Phoenix Network, the non-facilities-based reseller of long distance services, has approximately 40,000 business customers, and annual revenues of nearly $75 million. As of the close of the acquisition, approximately 785,175 shares of Qwest common stock having a deemed value of approximately $27,222,017 (based upon an adjusted average price of $34.67 per share) were exchanged for the outstanding shares of Phoenix Network. Additional cash consideration of up to $4 million is being withheld pending the outcome of litigation to which Phoenix Network or its affiliates may have certain potential liability, and as to which final and nonappealable resolution has not been attained. The transaction was approved by a majority vote of Phoenix Network stockholders at their Annual Meeting of Stockholders held March 30, 1998, the effective date of the transaction. Each outstanding share of Phoenix Network common stock will be exchanged for 0.0218 shares of Qwest common stock and cash in lieu of fractional shares in accordance with the terms of the definitive merger agreement. As soon as practicable following the close of the transaction, Chase Mellon Shareholder Services, the appointed exchange agent, will issue letters of transmittal to each Phoenix Network stockholder, detailing procedures of the exchange. The outstanding shares of Phoenix Network common stock on the effective date were 36,053,884 shares (on a fully diluted basis).