MCI/WCOM is on the international prowl again <g> MCI WorldCom Announces Intention to Acquire Australia's OzEmail Limited; Telecom
Firm Has Purchased 14.9 Percent of Australian ISP
December 15, 1998
JACKSON, Miss. and SYDNEY, Australia, Dec.
13 /PRNewswire/MCI WorldCom, Inc. (Nasdaq: WCOM)
today acquired 21,863,174 newly issued
ordinary shares in OzEmail Limited ("OzEmail")
and announced that it will make a cash offer
for all of the issued ordinary shares (including
ADSs) of OzEmail (Nasdaq: OZEMY, Australia:
OZM).
UUNET Holdings Australia Pty Limited, a
wholly owned subsidiary of MCI WorldCom,
will make an all cash offer to acquire all of
the issued ordinary shares of OzEmail at a
price of US$2.20 per share, currently
equivalent to approximately A$3.54 per
share(1), including ADSs at a price of
US$22.00 per ADS. OzEmail has 146,732,714
ordinary shares issued and outstanding after
the placement to MCI WorldCom,
representing a total value for OzEmail's
ordinary issued and outstanding shares of
approximately US$322.8 million, currently
equivalent to approximately A$520.0
million(1), based on MCI WorldCom's offer
price.
MCI WorldCom acquired the relevant interest
in 21,863,174 ordinary shares by way of a
share subscription agreement with OzEmail at
US$2.00 per share, currently equivalent to
approximately A$3.22 per share(1). The
share subscription agreement gave MCI
WorldCom a relevant interest in
approximately 14.9 percent of OzEmail's
expanded issued and outstanding ordinary
shares.
Subject to completion of the transaction,
OzEmail would become the Australian
Internet operating arm of MCI WorldCom's
UUNET subsidiary, a global leader in Internet
communications solutions.
"The Asia-Pacific region is of key strategic
importance to us and the synergies between
OzEmail and MCI WorldCom are clear," said
MCI WorldCom Vice Chairman John Sidgmore.
"The local fiber we are deploying in Australia
complements OzEmail's Internet presence
and the vast international resources of MCI
WorldCom, particularly our worldwide Internet
backbone, will bring improved global
connectivity to OzEmail's customers."
OzEmail is one of the most successful
Internet Service Providers (ISPs) in Australia.
Based in Sydney, the firm offers a wide range
of Internet services throughout both
Australia and New Zealand. OzEmail's
network includes approximately 80 Points of
Presence (POPs) covering virtually the entire
Australian population, as well as 15 POPs in
New Zealand, which provides equally
comprehensive coverage in that market.
OzEmail's services include dial-up and leased
line Internet access, wholesale services to
other ISPs, web hosting services through its
subsidiary WebCentral and Internet-based
voice offerings.
The offer provides OzEmail shareholders with
a premium of approximately 50 percent over
the weighted average trading price of
OzEmail shares over the last three months on
the Nasdaq National Market(2)."
The offer will remain open, unless extended,
for at least one month from the date of the
offer, which is expected to be in early
January. Pending commencement of the
offer, a copy of any offering documents filed
with the Australian Securities and
Investments Commission ("ASIC") will also be
filed by MCI WorldCom with the United
States Securities and Exchange Commission
("SEC") as an exhibit to its current report on
Form 8-K, as soon as practicable after their
registration with the ASIC.
The offer will be conditional upon, among
other things: MCI WorldCom being entitled to
proceed, under the Australian Corporations
Law, to compulsory acquisition of all of
OzEmail's shares at the expiration of the
offer; all Australian and other necessary
governmental and regulatory approvals being
received, including approval by the Foreign
Investment Review Board in Australia; and no
prescribed occurrences (as defined in the
Australian Corporations Law) (including, for
example, the grant of options, liquidation or
asset disposition) occurring in relation to
OzEmail or any of its subsidiaries during the
offer period.
Under the offer, OzEmail shareholders will be
able to elect to receive payment in either US
or Australian dollars. Australian dollar
payment will be converted from US dollars
using the exchange rate when funds are paid
by MCI WorldCom.
Merrill Lynch & Co. will act as Dealer Manager
for the offer in the United States and as
financial adviser to MCI WorldCom. For
further information in relation to the offer,
please contact Bruce McLennan or Fleur
Jouault at Merrill Lynch in Australia on
+612-9226-5306/5342.
MCI WorldCom is a global communications
company with revenue of more than $30
billion and established operations in over 65
countries encompassing the Americas,
Europe and the Asia-Pacific regions. MCI
WorldCom is a premier provider of
facilities-based and fully integrated local,
long distance, international and Internet
services. MCI WorldCom's global networks,
including its state-of-the-art pan-European
network and transoceanic cable systems,
provide end-to-end high-capacity
connectivity to more than 38,000 buildings
worldwide. For more information on MCI
WorldCom, visit the World Wide Web at
mciworldcom.com or
wcom.com.
(1) Exchange rate of US$1: A$0.6208 as of
December 11, 1998.
(2) Per Bloomberg Financial Markets from
Friday December 11, 1998.
SOURCE MCI WorldCom, Inc. |
