Attached files
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| EX-2.1 - EX-2.1 - ARBINET Corp | v205081_ex2-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 14, 2010
ARBINET
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-51063
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13-3930916
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||
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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||
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460
Herndon Parkway, Suite 150
Herndon,
Virginia 20170
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20170
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|||
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 703-456-4100
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
x
|
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive
Agreement.
On
November 11, 2010, Arbinet Corporation (“Arbinet”) announced that it
had entered into a definitive merger agreement with Primus Telecommunications
Group, Incorporated (“Primus”), pursuant to which Primus will acquire Arbinet in
a stock transaction. The Agreement and Plan of Merger, dated November 10, 2010,
or the Merger Agreement, by and among Arbinet,
Primus and PTG Investments, Inc., a wholly owned subsidiary of Primus (“Merger
Sub”) contemplates a merger whereby Merger Sub will be merged with and into
Arbinet, with Arbinet surviving the merger as a wholly owned subsidiary of
Primus.
Arbinet
filed a copy of the Merger Agreement under a Current Report on Form 8-K on
November 12, 2010. The parties to the Merger Agreement have subsequently
discovered ambiguities in need of clarification in the text of certain
provisions of the Merger Agreement, which ambiguities have since been clarified
in Amendment No. 1 to the Agreement and Plan of Merger dated as of December 14,
2010 among Arbinet, Primus and Merger Sub. A copy of Amendment No. 1 to
the Agreement and Plan of Merger is being filed as Exhibit 2.1 hereto, which is
incorporated by reference into this Current Report on Form 8-K.
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 at tel: +1.703.748.8050, or (ii) Arbinet via
Andrea Rose or Jed Repko at Joele Frank, Wilkinson Brimmer Katcher at 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.
Forward-Looking
Statements
This
Current Report on Form 8-K 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.
Item
9.01 Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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2.1
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Amendment
No. 1 to the Agreement and Plan of Merger, dated as of December 14, 2010,
by and among Primus Telecommunications Group, Incorporated, PTG
Investments, Inc. and Arbinet
Corporation.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Arbinet
Corporation
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By:
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/s/
Christie A. Hill
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Name:
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Christie
A. Hill
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Title:
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General
Counsel, Secretary and Chief Human Resources
Officer
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Date:
December 15, 2010