Verizon Snaps Up Terremark To Strengthen Cloud Play

Thursday, January 27, 2011

Acquisition Will Accelerate ‘Everything as a Service’ Strategy by Leveraging the Companies’ Collective Strengths

Wholly Owned Subsidiary to Retain Terremark Name, Extend Leadership in Rapidly Evolving Global Cloud Services Market

 In a move that will decisively reshape the rapidly evolving global business technology solutions market, Verizon Communications Inc. (NYSE, NASDAQ: VZ) and Terremark Worldwide, Inc. (NASDAQ: TMRK) today announced a definitive agreement under which Verizon will acquire Terremark, a global 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 February 10, 2011 and February 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 powerful portfolio of highly secure, scalable on-demand solutions to business and government customers globally through a unified enterprise IT platform and unique 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 its 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 a widely recognized Infrastructure-as-a-Service leader with a proven track record of delivering cloud-based resources with the highest levels of security and availability in the industry. Operating 13 data centers in the U.S., Europe and Latin America, Terremark combines secure cloud computing, colocation, and managed hosting services into a seamless hybrid environment. Its Enterprise Cloud platform provides some of the world’s largest companies and U.S. government agencies with on-demand access to secure and reliable computing resources.

Verizon is a global leader 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 rapidly 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, wherever and whenever needed.  Find out more at www.verizonbusiness.com.

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

Additional Information and Where to Find It

The tender offer described in this release has not yet commenced, and this release is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Verizon will cause a new subsidiary, Verizon Holdings Inc., to file a tender offer statement on Schedule TO with the SEC.  Terremark stockholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by Terremark with the SEC because they will contain important information about the proposed transaction. These documents will be available at no charge on the SEC's website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents once they become available may be obtained free of charge by directing a request to Verizon at 212-395-1525. A copy of the tender offer statement and the solicitation/recommendation statement will also be made available to all stockholders of Terremark by contacting Terremark’s Investor Relations at 305-860-7822 or hblankenbaker@terremark.com.

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Terremark by Verizon.  In connection with the proposed acquisition, Terremark intends to file relevant materials with the SEC, including Terremark’s proxy statement in preliminary and definitive form.  Terremark stockholders are strongly advised to read all relevant documents filed with the SEC, including Terremark’s definitive proxy statement, because they will contain important information about the proposed transaction.  These documents will be available at no charge on the SEC's website at www.sec.gov. In addition, documents will also be available for free from Terremark by contacting Terremark’s Investor Relations at 305-860-7822 or hblankenbaker@terremark.com.

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