HERNDON, Va., Feb. 25, 2011 /PRNewswire/ -- Arbinet Corporation
(Nasdaq: ARBX), a leading provider of telecommunications services
to fixed and mobile operators, announced today that the company's
stockholders have approved and adopted Arbinet's merger agreement
with Primus.
At a special meeting of Arbinet stockholders held today, Arbinet
stockholders approved the definitive merger agreement, which the
company had entered into on November 10,
2010, pursuant to which Arbinet will be acquired by Primus
in the proposed stock-for-stock merger transaction. Subject
to the satisfaction of all other closing conditions, the
transaction is scheduled to close on February 28, 2011.
Based on the preliminary tabulation of the stockholder vote by
Arbinet's inspector of elections, approximately 85% of the total
votes cast, which represents approximately 73.5% of the total
outstanding shares of Arbinet as of the January 12, 2011 record date, approved the
proposed merger.
About Arbinet
Arbinet is a leading provider of international voice, data and
managed communications services for fixed, mobile and wholesale
carriers. With more than 1,200 carrier customers across the
globe connected to Arbinet's network, Arbinet combines global scale
with sophisticated platform intelligence, call routing and industry
leading credit management and settlement capabilities.
Arbinet offers these communication services through three
primary product offerings including thexchange(SM), Carrier
Services and PrivateExchange(SM). Arbinet's thexchange(SM)
platform, the largest online wholesale voice trading exchange,
continues to provide customers with access to a neutral marketplace
to buy and sell global voice and data traffic. Arbinet owns and
operates a global network of next generation IP soft switches,
media gateways, IP transport and co-location centers located in
the United States, United Kingdom, Hong
Kong, Frankfurt and
Miami. Founded in 1996, Arbinet is
headquartered in Herndon,
Virginia.
Important Information and Where to Find It
In connection with the proposed merger, Arbinet and Primus filed
a definitive joint proxy statement/prospectus with the SEC on
January 19, 2011. Copies of the
definitive joint proxy statement/prospectus were sent to
stockholders of record of both Arbinet and Primus seeking their
approval of certain matters incident to the proposed
merger. Arbinet and Primus also plan to file other
documents with the SEC regarding the proposed
transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO
CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND
OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders may obtain a
free copy of the definitive joint proxy statement/prospectus and
other documents filed by Arbinet and Primus with the SEC, without
charge, at the SEC's web site at www.sec.gov. Copies of
the definitive joint proxy statement/prospectus and Primus's SEC
filings that were incorporated by reference in the definitive joint
proxy statement/prospectus may also be obtained for free by
directing a request to: (i) Primus (703) 748-8050, or (ii) Arbinet
(703) 456-4100.
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 stockholders in connection with the proposed
merger. Investors and stockholders 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 stockholders 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 is also
included in the definitive joint proxy statement/prospectus
regarding the proposed transaction.
Forward-Looking Statements
This press release includes "forward-looking statements" as
defined by the SEC. 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 merger, 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 merger may
not be consummated for reasons including that the conditions
precedent to the completion of merger may not be satisfied; the
possibility that the expected synergies from the proposed merger
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 merger 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 SEC; and the risk factors or
uncertainties described from time to time in Primus's filings with
the SEC. 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.
Contacts:
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Arbinet Corporation
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Gary Brandt, Chief Financial
Officer
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(703) 456-4140
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ir@arbinet.com
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Joele Frank, Wilkinson Brimmer
Katcher
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Andrea Rose / Jed
Repko
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(212) 355-4449
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arose@joelefrank.com
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jrepko@joelefrank.com
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SOURCE Arbinet Corporation