Attached files
file | filename |
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8-K - 8-K - ARBINET Corp | v202001_8k.htm |
EX-2.1 - EXHIBIT 2.1 - ARBINET Corp | v202001_ex2-1.htm |
EX-99.1 - EXHIBIT 99.1 - ARBINET Corp | v202001_ex99-1.htm |
EX-99.3 - EXHIBIT 99.3 - ARBINET Corp | v202001_ex99-3.htm |
EX-99.2 - EXHIBIT 99.2 - ARBINET Corp | v202001_ex99-2.htm |
EX-99.5 - EXHIBIT 99.5 - ARBINET Corp | v202001_ex99-5.htm |
Exhibit
99.4
Nov
11, 2010
CUSTOMER
AND EMPLOYEE FREQUENTLY ASKED QUESTIONS:
The
Primus Acquisition of Arbinet
General
Questions:
Q.
Why is Primus acquiring Arbinet?
A. In
order to respond more
efficiently to the increasing competitiveness of the international carrier
market, Primus has reached a definitive agreement to acquire Arbinet and
merge Arbinet’s services into Primus’ Global Wholesale Group. The
combination is expected to result in:
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Enhanced
market position
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Improved
Cost Structure
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Expanded
international reach
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Lower
operational costs
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Improved
products and services
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Operational
efficiencies
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Corporate
synergies
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Q.
What is Primus’ core business focus?
A. Primus
has three main business units:
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International
Carrier Services (Global Wholesale)
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Primus
Australia (http://www.iPrimus.com.au/)
– Full service carrier serving residential and business customers offering
fixed and mobile voice service, VoIP, data, broadband Internet (fixed and
mobile), and collocation and managed hosting
service.
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Primus
Canada (http://www.Primus.ca/)
– Primus Canada is the largest alternative communications carrier in
Canada offering residential and business voice and data services to over 1
million customers in Canada. Services include fixed and mobile
voice, VoIP, broadband Internet, collocation and managed hosting services
(7 world class data centers), and Enterprise IP
Telephony.
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Q.
What is Arbinet’s core business focus?
A.
Arbinet provides a platform that enables a global electronic marketplace for the
exchange of voice and data telecommunications traffic. The company
has three core lines of business: Voice, Data and Database Services, which are
provided through the following platforms:
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VOICE
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o
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thexchangeSM
(www.thexchange.com)
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PrivateExchange
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Carrier
Services
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DATA
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o
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IP
Transit Multi-homing
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o
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IP
Peering
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o
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Optimized
IP
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1
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Database
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o
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MarketView
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Global
Number Portability Correction
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Q.
What are the key highlights of this proposed acquisition?
A. The
combined entity is expected to capitalize on both companies’ long-established
experience in the global wholesale marketplace, enabling the combined company to
deliver more innovative and higher quality voice and data services to the global
market.
Specifically,
the combined company will be able to offer customers:
Exchange Services –
thexchange, the world’s largest
online wholesale voice trading exchange, will continue to provide customers with
access to a global electronic marketplace of 1,100 plus members for the purchase
or sale of voice and data traffic.
Traditional Carrier Services –
Extensive international network of direct routes for the exchange of voice,
data, and managed communications services for national operators, wholesale
carriers, mobile network operators, cable and alternative VoIP service
operators.
Data Services – Internet
transit and IP peering solutions through Arbinet’s layer 2 Data Exchange for
ISPs, ASPs, VoIP, content providers and more. Without an additional
router/AS hop, the Data Exchange provides a flexible and cost-effective solution
for companies that require IP transit, paid peering and/or multihoming
solutions. The Data Exchange provides a one-stop shop opportunity for
buyers to access multiple providers, simultaneously, through one
connection. The Data Exchange also offers an innovative high
performance IP route optimization solution that meets the demands of
Software-as-a-Service and cloud providers and leverages the public Internet for
delivery of quality sensitive IP applications.
Outsourced Carrier Services -
The combined company will be larger in scale, have an even bigger global
footprint, and is expected to offer a more competitive cost structure than the
Primus and Arbinet businesses separately. The new entity is expected to offer a
broader variety of services at more competitive prices to both companies’
customers, including an improved ability to compete for customer outsourcing
contracts. By offering innovative wholesale solutions to fixed and mobile
operators worldwide, with more efficient back-office solutions that include
billing, credit, global number database management and leading proprietary
routing software, we believe the ability to translate this cost-savings for
customers who require more efficient and improved carrier outsourced solutions
will be a win-win for the marketplace.
Key Objective: The
acquisition is expected to enable the combined business to deliver more
innovative and higher quality voice and data services to the global
market. As a combined business, we expect to be able to offer higher
levels of service that will better address customer requirements worldwide, and
further enable compatibility with legacy TDM and next-generation IP
services.
Q.
What does this announcement mean for Primus customers?
A. Primus
wholesale and retail customers will continue to receive the same premium level
services on direct international routes that the company has always
provided. In addition, the combined company expects to develop and
launch new, enhanced data and voice service offerings which will add value to
the existing services our customers already receive.
2
Q.
What does this announcement mean for Arbinet customers?
A.
Arbinet customers will benefit from the extended reach of the Primus network, as
well as the combined extensive experience operating in an International Carrier
Services environment. Carrier partners will benefit from the availability of
additional retail and wholesale traffic. Overall, we expect an increase in our
already high level of customer support and service quality.
Q.
How will the acquisition affect the services provided to customers on the
Arbinet Exchange platform?
A. We do
not foresee any tangible impact to the existing Arbinet Exchange
model. Wholesale carrier customers will still be able to purchase the
same services from thexchange platform as they do today. The combined
Primus and Arbinet entity will make new investments in the future development of
capabilities that we expect will enhance these services and add even greater
value to thexchange platform user experience. Furthermore, Arbinet’s
services, such as its Data Exchange, Global Number Portability Correction and
Marketview research and analytical tools, are expected to be fully integrated
into Primus and enhanced as appropriate.
Q.
When do you expect the transaction to be completed?
A. The
transaction is expected to be completed upon the receipt of necessary approvals,
including regulatory approvals and the approval of the stockholders of both
companies, among other customary conditions, and is expected to close in the
first quarter of 2011.
Q.
Upon completion of the acquisition, will Arbinet still exist as a separate
entity?
A. Until
the closing of the transaction, both companies will operate as separate
entities. During the period between signing the definitive agreement
and closing the transaction, there will be no change in account management,
billing, pricing, or other customer support services. After the
closing of the transaction, Arbinet will no longer be a separate
entity. The combined entity plans to proactively communicate with its
customers on an ongoing basis regarding any changes that may result in modified
business operations and practices.
Q.
Where will the combined company entities’ headquarters be located?
A.
Northern, Virginia, in the Washington DC metropolitan area.
3
Q.
When do you expect to integrate Arbinet’s and Primus’ products?
A. After
the closing of the acquisition, the combined entity plans to proactively
communicate to its customers on an ongoing basis regarding any changes to
existing services, potential product and/or service integrations, or product
enhancements. We will be providing a more detailed outlook of any
projected customer service and business practice changes as we get closer to the
date when the transaction is expected to close.
Q.
Where are Arbinet’s Switching Centers located?
A. New
York, London, Frankfurt, Hong Kong and Miami.
In
addition to Arbinet’s Switching Centers, the Data Exchange is accessible in
multiple locations in the following cities: London, Los Angeles, New
York and Hong Kong.
Q.
Where are Primus’ Switching Centers located?
A. New
York, Los Angeles, London, Sydney and Toronto
Q.
Where are the overlapping Switching Centers?
A. New
York and London
Q.
Will all Primus and Arbinet services be available at all locations starting
now?
A. Until
the transaction closes, Primus and Arbinet will continue operating as separate
entities. Upon closing, we expect the network integration process to
move quickly. Our goal will be to offer our joint customer base
access to Primus traditional carrier services and thexchange platform from any
of the various switching and network POPs in the combined company’s global
network.
Q.
How does this acquisition support the Arbinet Exchange model?
A. We
expect the acquisition will provide existing Primus customers the option to
utilize thexchange more easily where they will have access to enhanced
self-service wholesale routing, additional traffic streams and a more flexible
and efficient credit and settlement process.
Furthermore,
we expect that Primus’ customers will be able to leverage, more easily, the
Arbinet Data Exchange to gain access to a variety of leading IP solutions for
enhanced delivery of voice and/or simply to buy better IP transit for their
global data delivery services. We also expect that customers will be
able to leverage the Arbinet Data Exchange and its solutions to achieve greater
improvement for delivery of Voice over IP (VoIP) as well as leverage Arbinet’s
overall VoIP/TDM conversion solutions in markets where both thexchange and Data
Exchange platforms are offered.
Q.
What will the new integrated network look like?
A. Both
Primus and Arbinet operate state-of-the-art, next-generation soft switching
platforms that support all TDM and IP protocols. Both companies
currently operate switching centers in New York and London, and upon completion
of the acquisition we will have additional switching centers in Miami, Los
Angeles, and Hong Kong.
4
In
addition, customers will be able to access Arbinet’s Data Exchange solutions in
the following locations:
London
Telehouse
North, 1 Coriander Ave., E14 2AA
Telehouse
East, 1 Coriander Ave., E14 2AA
Telehouse
West
Telecity
Group Harbour Exchange 6 & 7
Telecity
Group Meridian Gate
Telecity
Group Bonnington House 47 Millharbour
Telecity
Group Harbour Exchange 8 & 9
Los
Angeles
One
Wilshire, 624 S. Grand Ave., 90017
Multipoint,
530 W. 6th St.
800 South
Hope St. (coming soon)
New
York
Telx, 60
Hudson 9th Floor
Carlyle,
470 Vanderbilt
75 Broad
- Arbinet Colo 20th Floor
Telehouse,
25 Broadway
FiberMedia,
75 Broad 19 and 28
Hong
Kong
Mega-I
advantage 399 Chai Wan Rd.
HK Colo,
1 On Yip Street, Chaiwan
Customers
who access the Arbinet Data Exchange in markets where there is a voice switch
(NY, London and Hong Kong) can gain access to thexchange to buy and sell global
voice rates competitively.
Q.
How will this effect new carrier customers and provisioning?
A. Both
Primus and Arbinet currently offer customers a broad range of provisioning and
interconnect options via both traditional TDM and next-generation IP
connectivity. Both companies operate state-of-the-art,
next-generation soft switching platforms that support all TDM and IP
protocols. Both companies currently operate switching centers
in New York and London, and after completion of the acquisition, we will have
additional switching centers in Miami, Los Angeles and Hong Kong. We
believe the options for interconnect are substantially enhanced in the combined
entity, and after completion of the acquisition, we believe the combined entity
will be better positioned to serve customers worldwide.
Furthermore,
after the closing of the acquisition, customers that buy IP connectivity through
the Arbinet Data Exchange in London, New York, and Hong Kong can gain access to
Arbinet’s thexchange service to buy and sell global voice
termination.
Q.
What is the customer escalation policy?
A. At
this time, there are no changes to existing escalation and trouble reporting
procedures. Until the transaction closes, Primus customers will continue to use
the Primus Network Operations Center (NOC) for support via 1.877.893.2596 or
email: trafficmanagement@primustel.com, and Arbinet customers will
continue to use the Arbinet
NOC at 1-800-ARBINET or email tickets@arbinet.com
for support. After the closing of the acquisition, the combined
entity plans to proactively communicate to its customers regarding any changes
in service related escalation procedures.
5
Q.
Who will customers call for support?
A. Until
the acquisition is completed, which is expected to be during the first quarter
of 2011, customers will continue to contact their respective Primus support
centers: 1.877.893.2586 or email: trafficmanagement@Primustel.com
and Arbinet Network Operations Center (NOC) via email at tickets@arbinet.com
or 1-800-ARBINET. Customer satisfaction will be a high priority for
the future combined entity, and we plan to proactively communicate to customers
what, if any, changes may occur in how they interface with Arbinet and Primus
customer support personnel.
Q.
Where can I learn more about the transaction?
A. You
can visit the new website at: http://www.Primus-arbinet.com
with landing page links from Primus.com and Arbinet.com. Please also email your
questions to marketing@arbinet.com
or ir@primustel.com.
Important
Information and Where to Find It
In
connection with the proposed acquisition, Primus Telecommunications Group,
Incorporated (“Primus”) will file with the Securities and Exchange Commission
(“SEC”) a Registration Statement on Form S-4 that will include a preliminary
proxy statement of Primus and Arbinet Corporation (“Arbinet”) that also
constitutes a preliminary prospectus of Primus. A definitive joint
proxy statement/prospectus will be sent to security holders of both Arbinet and
Primus seeking their approval with respect to the proposed
acquisition. Primus and Arbinet also plan to file other documents
with the SEC regarding the proposed transaction. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the joint proxy statement/prospectus
(when it becomes available) and other documents filed by Primus and Arbinet with
the SEC, without charge, at the SEC’s web site at www.sec.gov. Copies of the
joint proxy statement/prospectus, once available, and each company’s SEC filings
that will be incorporated by reference in the joint proxy statement/prospectus
may also be obtained for free by directing a request to: (i) Primus tel:
+1.703.748.8050, or (ii) Arbinet via Andrea Rose or Jed Repko at Joele Frank,
Wilkinson Brimmer Katcher tel: +1.212.355.4449.
Participants
in the Solicitation
Arbinet,
Primus, and their respective directors, executive officers and other members of
their management and employees may be deemed to be “participants” in the
solicitation of proxies from their respective security holders in connection
with the proposed acquisition. Investors and security holders may obtain
information regarding the names, affiliations and interests of Primus’s
directors, executive officers and other members of its management and employees
in Primus’s Annual Report on Form 10-K for the year ended December 31, 2009,
which was filed with the SEC on April 5, 2010, and amended in a Form 10-K/A
filed with the SEC on April 28, 2010, Primus’s proxy statement for its 2010
annual meeting, which was filed with the SEC on June 14, 2010, and any
subsequent statements of changes in beneficial ownership on file with the
SEC. Investors and security holders may obtain information regarding
the names, affiliations and interests of Arbinet’s directors, executive officers
and other members of their management and employees in Arbinet’s Annual Report
on Form 10-K for the year ended December 31, 2009, which was filed with the SEC
on March 17, 2010, Arbinet’s proxy statement for its 2010 annual meeting, which
was filed with the SEC on April 30, 2010, and any subsequent statements of
changes in beneficial ownership on file with the SEC. These documents
can be obtained free of charge from the sources listed above. Additional
information regarding the interests of these individuals will also be included
in the joint proxy statement/prospectus regarding the proposed transaction when
it becomes available.
6
Forward-Looking
Statements
This
[document] includes “forward-looking statements” as defined by the Securities
and Exchange Commission. All statements, other than statements of historical
fact, included herein that address activities, events or developments that
Arbinet or Primus expects, believes or anticipates will or may occur in the
future, including anticipated benefits and other aspects of the proposed
acquisition, are forward-looking statements. These forward-looking statements
are subject to risks and uncertainties that may cause actual results to differ
materially. Risks and uncertainties that could affect forward-looking
statements include, but are not limited to, the following: the risk that the
acquisition of Arbinet may not be consummated for reasons including that the
conditions precedent to the completion of the acquisition may not be satisfied;
the possibility that the expected synergies from the proposed acquisition will
not be realized, or will not be realized within the anticipated time period; the
risk that Primus’s and Arbinet’s businesses will not be integrated successfully;
the possibility of disruption from the acquisition making it more difficult to
maintain business and operational relationships; any actions taken by either of
the companies, including, but not limited to, restructuring or strategic
initiatives (including capital investments or asset acquisitions or
dispositions); the ability to service substantial indebtedness; the risk factors
or uncertainties described from time to time in Arbinet’s filings with the
Securities and Exchange Commission; and the risk factors or uncertainties
described from time to time in Primus’s filings with the Securities and Exchange
Commission (including, among others, those listed under captions titled
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources — Short- and Long-Term Liquidity
Considerations and Risks;” “— Special Note Regarding Forward-Looking
Statements;” and “Risk Factors” in Primus’s annual report on Form 10-K and
quarterly reports on Form 10-Q) that cover matters and risks including, but not
limited to: (a) a continuation or worsening of global recessionary economic
conditions, including the effects of such conditions on our customers and our
accounts receivables and revenues; (b) the general fluctuations in the exchange
rates of currencies, particularly any strengthening of the United States dollar
relative to foreign currencies of the countries where we conduct our foreign
operations; (c) the possible inability to raise additional capital or refinance
indebtedness when needed, or at all, whether due to adverse credit market
conditions, our credit profile or otherwise; (d) a continuation or worsening of
turbulent or weak financial and capital market conditions; (e) adverse
regulatory rulings or changes in the regulatory schemes or requirements and
regulatory enforcement in the markets in which we operate and uncertainty
regarding the nature and degree of regulation relating to certain services; and
(f) successful implementation of cost reduction efforts. Readers are
cautioned not to place undue reliance on forward-looking statements, which speak
only as of their dates. Except as required by law, neither Arbinet nor Primus
intends to update or revise its forward-looking statements, whether as a result
of new information, future events or otherwise.
7