Verizon to Acquire MCI

NEW YORK and ASHBURN, Va., Feb. 14 -- Verizon Communications Inc. has agreed to acquire MCI Inc. for $4.8 billion in equity and $488 million in cash, the companies announced today.

They said the move adds new strength to the telecommunications services both companies provide and will mean better service for Verizon's Enterprise customers by enhancing its ability to compete for and serve large-business and government customers with services including wireless and IP (Internet Protocol)-based features.

The boards of both companies have approved the agreement. Verizon will assume MCI's net debt (total debt less cash on hand), targeted to be approximately $4 billion at closing, and customary closing conditions will apply.

In addition to MCI shareowner approval, the acquisition requires regulatory approvals, which the companies are targeting to obtain in about a year.

The companies said they will determine operational plans, such as branding strategies and organizational structure, as the transaction moves closer to closing.

Verizon Chairman and CEO Ivan Seidenberg and Michael D. Capellas, MCI president and CEO, said the transaction is "part of the continuing evolution of the industry that is driven by customers and technology." It also strengthens the long-term viability of MCI's global network, a critical component of government communications systems, including those used by the Department of Defense and the Department of Homeland Security, they said; for consumers and other business customers, the post-transaction company will continue to have sufficient cash flow and capital capacity to sustain its rapid deployment of wireline and wireless broadband networks and services.

MCI shareowners will receive 0.4062 shares of Verizon common stock for each common share of MCI. This is worth $4.795 billion and equivalent to $14.75 per MCI share, based on Verizon's closing price on Feb. 11. MCI shareowners will also receive $1.50 per MCI share in cash, worth $488 million. This consideration is subject to adjustment at closing and may be decreased based on MCI's bankruptcy claims-related experience. In addition, MCI will pay its shareowners quarterly and special dividends of $4.50 per share, worth $1.463 billion. This includes a 40-cent-per-share quarterly dividend approved by the MCI board on Friday In total, the transaction values MCI shares at $20.75 a share, or $6.746 billion.

For more information, visit: www.verizon.com