Dow Hones update: MCI Seen Near Deal That Clears Way For WorldCom Merger July 14, 1998 11:21 AM By Shawn Young
NEW YORK (Dow Jones)--MCI Communications Corp. (MCIC) has agreed to sell its Internet business to Britain's Cable & Wireless PLC (CWP) for $1.5 billion to $2 billion, thus clearing the way for regulatory approval of its proposed merger with WorldCom Inc. (WCOM), sources close to the matter said.
MCI, of Washington, D.C., isn't expected to announce the sale Tuesday, but a statement is very likely this week, possibly as soon as Wednesday, industry sources said.
The sale would remove the last substantive obstacle to U.S. Department of Justice approval of WorldCom's $37 billion plan to buy MCI, analysts said.
Justice Department approval could come within minutes of the sale announcement, said Credit Suisse First Boston analyst Frank Governali. Approvals from the Federal Communications Commission and a few states are expected shortly thereafter.
"From the standpoint for practical obstacles remaining, there are none," Governali said, adding that the remaining approvals could take two to four weeks.
MCI and WorldCom, based in Jackson Miss., continue to expect to close their merger this summer, MCI spokesman Jim Monroe said.
"All I can say is we look forward to the Justice Department's decision, and we expect to announce a buyer soon," Monroe said. He declined to comment on reports that MCI had made a deal with Cable & Wireless.
A Cable & Wireless spokesman in London also declined to comment on reports of a deal, but said, "We are still talking to MCI."
The Justice Department didn't immediately return a call seeking comment.
Price Reflects Profits In Internet Retail
Regulators in the U.S and Europe insisted that MCI sell its Internet business, so as to prevent the post-merger company from having too much power over the Internet. Regulators rejected MCI's earlier proposal to sell only the wholesale segment of the business, also to Cable & Wireless, for $625 million.
That deal, which included about 1,300 wholesale contracts along with routing and switching equipment, depended on regulators saying it resolved their antitrust concerns.
When European Commission antitrust officials rejected the initial agreement, MCI began to seek a buyer for its entire Internet operation, which includes thousands of busines and residential retail customers. Cable & Wireless tried suing to keep MCI from seeking other buyers, but it quickly dropped the suit.
Cable & Wireless had been regarded as a likely winner all along. Other bidders for MCI's Internet package reportedly included British Telecommunications PLC (BTY), PSINet Inc. (PSIX), IXC Communications Inc. (IIXC), Williams Cos. (WMB) and Qwest Communications International Inc. (QWST).
The price of the sale appears to be near the upper end of the $1 billion to $2 billion range analysts had expected.
The difference between that price and the initial $625 million partial offer "reflects consideration for MCI's retail customer base," said Goldman Sachs & Co. analyst Richard Klugman.
The price reflects the profitablility of MCI's retail Internet business, said Governali of Credit Suisse First Boston.
"They did keep the more valuable asset," Klugman said, referring to WorldCom's Internet unit, UUNet Technologies Inc. Analysts said they do not expect the sale to hurt the combined company, which should report torrid Internet growth.
For Cable & Wireless, which emphasizes global operations, the deal is a plus, said Brian Adamik of Yankee Group, a Boston consulting firm.
"Strategically it makes sense," he said. "It gives them a very strong presence here."
With regulatory concerns largely resolved, MCI and WorldCom seem poised to offer a powerful combination of local, long-distance and data services, especially to business, analysts said. The company, the nation's second-largest long-distance carrier, will be a formidable competitor to the largest carrier, AT&T Corp. (T), and will also challenge the Baby Bells for local business customers.
A Justice Department spokesman declined to comment on the progress of the department's review or say when an announcement might be expected. -Shawn Young; 201-938-5248
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