For $1.4 Billion, Verizon to Acquire Terremark

Verizon Communications Inc. and Terremark Worldwide Inc. announced a definitive agreement under which Verizon will acquire Terremark, provider of managed IT infrastructure and cloud services, for $19.00 per share in cash, or a total equity value of $1.4 billion.

Pursuant to the agreement, Verizon anticipates that it will commence a tender offer between Feb. 10, 2011, and Feb. 17, 2011, for all shares of common stock of Terremark. The tender offer price constitutes a premium of 35 percent per share over today’s closing price. The transaction is subject to the valid tender of a majority of the shares of Terremark; the expiration or early termination of the Hart-Scott-Rodino antitrust waiting period; and other customary closing conditions. The Board of Directors of Terremark has unanimously approved the transaction, and the transaction was unanimously approved by the directors of Verizon present and voting. Verizon has also entered into agreements with three stockholders of Terremark to tender their shares into the offer, representing approximately 27.6 percent of the outstanding voting shares of Terremark. Verizon expects to close the tender offer late in the first quarter of 2011.

This transaction will accelerate Verizon’s ‘everything-as-a-service’ cloud strategy by delivering a portfolio of secure, scalable on-demand solutions to business and government customers globally through a unified enterprise IT platform and business cloud offerings that leverage the companies’ collective strengths.

Verizon plans to operate the new unit as a wholly-owned subsidiary retaining the Terremark name and with Terremark’s current management team continuing to manage the company.

"Cloud computing continues to fundamentally alter the way enterprises procure, deploy and manage IT resources, and this combination helps create a tipping point for ‘everything-as-a-service,’" said Lowell McAdam, president and chief operating officer of Verizon. "Our collective vision will foster innovation, enhance business processes and dynamically deliver business intelligence and collaboration services to anyone, anywhere and on any device."

Manuel D. Medina, chairman and CEO of Terremark, said: "This transaction, first and foremost, provides Terremark’s stockholders with the opportunity for immediate, maximum value and liquidity for their investment in our common stock. We are very proud of all we’ve accomplished in building and developing a world-class business that delivers industry-leading services. This agreement represents an exciting opportunity to accelerate our strategy and serve our enterprise and government customers with even greater innovation on a global scale with Verizon’s resources and extensive reach. We will continue to work with leading hardware, software, systems integrator and carrier partners to build on our unique business model."

Headquartered in Miami, Terremark is an Infrastructure-as-a-Service firm with a track record of delivering cloud-based resources with high level of security and availability. Operating 13 data centers in the U.S., Europe and Latin America, Terremark combines secure cloud computing, colocation and managed hosting services into an hybrid environment. Its Enterprise Cloud platform provides large companies and U.S. government agencies with on-demand access to secure and reliable computing resources.

Verizon is in driving better business outcomes for mid-sized and large enterprises and government agencies. The company operates more than 220 data centers across 23 countries, including 19 premium centers and five smart centers. Verizon combines integrated communications and IT solutions, professional services expertise with high-IQ global IP and mobility networks to enable businesses to securely access information, share content and communicate. Verizon is transforming to a cloud-based ‘everything-as-a-service’ delivery model that will put the power of enterprise-grade solutions within the reach of every business.

Verizon Wireless operatesa wireless network serving 94.1 million customers nationwide. A Dow 30 company, Verizon employs a diverse workforce of more than 194,000 and last year generated consolidated revenues of $106.6 billion.

Verizon was represented by Goldman Sachs and Weil, Gotshal & Manges, and Terremark was represented by Credit Suisse Securities (USA) LLC and Greenberg Traurig.