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Filed By Exodus Communications, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
And deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Commission File No. 000-23795
Subject Company: GlobalCenter Holding Co.
EXODUS COMMUNICATIONS, INC.
MEDIA TELECONFERENCE SCRIPT
September 28, 2000
MAUREEN O'CONNELL
Thank you operator. Good morning ladies and gentlemen. This is Maureen
O'Connell, Vice President of Corporate Communications for Exodus. We're very
excited that you could join us this morning to hear the details regarding our
acquisition of GlobalCenter.
Joining me this morning are Ellen Hancock, Chairman and CEO of Exodus and Leo
Hindery, Chief Executive Officer of Global Crossing and Chairman and CEO of
GlobalCenter.
Before we begin, let me say that this conference call may contain statements
that are considered "forward-looking." As such, they are subject to a number of
significant risks and uncertainties that have been disclosed in our filings with
the SEC. Actual results may differ materially. Please refer to our press
release for a summary of some of the principle risks and uncertainties. I'd now
like to turn the call over to Ellen Hancock. Ellen...
ELLEN HANCOCK
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Thanks Maureen. I'm delighted to talk to you this morning about the
announcement we've made concerning the acquisition of GlobalCenter, as well as
our network agreement with Global Crossing and our joint venture with Asia
Global Crossing. These agreements offer exciting opportunities for our
stockholders, employees, customers and the technology industry as a whole.
This morning we announced that the boards of directors of Exodus and Global
Crossing approved a definitive merger agreement under which Exodus will acquire
GlobalCenter, a subsidiary of Global Crossing, for approximately $6.1 billion in
Exodus common stock.
This transaction is truly a major strategic milestone for our company. With
this combination, we will have the additional scale, scope and international
reach to further enhance our position as the preferred provider of mission-
critical web hosting solutions to customers worldwide.
As most of you may know, Exodus is a leading provider of complex web hosting
services to businesses with mission-critical web operations. Our company offers
sophisticated systems and network management solutions and managed services,
along with professional services, to provide optimal performance for customers'
web sites. According to a recent Forrester research report, web hosting market
is expected to reach $20 billion in 2004 in the United States.
Through our combination with GlobalCenter, we will now have the scale and scope
to capture the full range of opportunities that are being fueled by the
explosive growth of the complex web hosting market worldwide.
With a combined pro forma annualized recurring revenue run rate of approximately
$1.0 billion, almost 4,000 customers and 32 Internet Data Centers totaling 2.6
million gross square feet, Exodus will be a powerhouse in complex web hosting.
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We've seen a tremendous migration of business processes to the Internet over the
last 5 years and the development of several business hosting models. As the
customer requirements for high-end, value-added web hosting services become more
sophisticated, only a handful of companies will have what it takes to succeed.
By joining forces with GlobalCenter, Exodus is extending its leadership
position. We will have the opportunity to leverage and expand our managed and
professional services and premier brand and sales force over a wider geography
and increased customer base. Additionally, GlobalCenter's data center build out
plans will be leveraged with our own, accelerating our global expansion. This
presence alone will greatly enhance our ability to support our global customers
and reach new multinational customers at an accelerated pace. The depth of
skill sets created by this combination further supports our planned expansion.
Through the 10-year network agreement with Global Crossing, also announced
today, our extensive global Internet Data Centers will be on net with Global
Crossing's state of the art international fiber network. This seamless
connectivity and universal access to information resources is yet another way
our customers will benefit from this transaction.
Looking forward, GlobalCenter's and Exodus' partnerships with key technology
providers including Cisco, Compaq, Dell, Inktomi, Microsoft, Oracle, Softbank
and Sun Microsystems will result in further innovation to enhance the quality
and breadth of our products and services.
We believe that this combination clearly raises the bar for complex hosting
services.
And now I'd like to hand the call over to Leo Hindery, Chief Executive Officer
of Global Crossing and GlobalCenter's Chairman and CEO, who will review in
more detail our joint venture and network agreement and some of the other
strategic benefits they create.
LEO HINDERY
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Thanks, Ellen. This is a very exciting day for Global Crossing and
GlobalCenter. As the parent company of GlobalCenter, Global Crossing will
become a significant shareholder in Exodus. We are extremely pleased to be
establishing a strong partnership with a company of Exodus' caliber and
reputation. By combining Exodus' complex web hosting with our advanced
broadband Internet protocol network, we believe that Exodus' alliance with
Global Crossing and Asia Global Crossing creates significant strategic benefits
for customers and sets new standards for our industry.
As outlined in the press release, Exodus and Global Crossing also signed a 10-
year network services agreement. Under the agreement, Global Crossing becomes
the primary network provider to Exodus worldwide. Asia Global Crossing will be
the primary network connectivity provider for Exodus Asia Pacific in Asia, and
the parties intend that 67% of the new venture's networking needs will be
supplied by Asia Global Crossing. In all other territories, Exodus will
purchase 50% of its future network needs from Global Crossing. In return,
Global Crossing has agreed to provide Exodus with preferred pricing on all
network services and assets offered by Global Crossing, including circuits, IRUs
and dark fiber.
Exodus and Asia Global Crossing have agreed to form a joint venture to provide
complex web hosting and managed services in Asia. Exodus will own 67% and will
manage and operate the joint venture. Asia Global Crossing will own 33%.
ELLEN HANCOCK
Thanks Leo.
I hope the information we've provided you today drives home the strength of this
combination, which makes Exodus the undisputed leader in the complex web hosting
market worldwide.
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This is truly a winning combination for both companies. As I mentioned earlier,
Exodus and GlobalCenter together will have the additional scale, scope and
international reach to further enhance our position as the preferred provider of
mission-critical web hosting solutions to customers worldwide.
MAUREEN O'CONNELL
Ladies and gentlemen, that concludes our formal remarks. We will now be happy
to answer your questions. Operator...
[Q & A]
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements based on current
expectations. Actual results may differ materially from expectations due to a
number of risks and uncertainties, including, but not limited to the following:
the fulfillment of conditions to complete the merger, including regulatory and
Exodus stockholder approval; the costs incurred to complete the merger; the
combined company's competitive performance; potential difficulties in
integrating the two companies, their product and service offerings and
infrastructure; the ability of the combined company to achieve network cost
savings and operating efficiencies; the continued employment of the combined
entity's employees; potential difficulties in maintaining and enhancing
continued working relationships with strategic partners; the risk that customers
that have placed orders may cancel or reduce their orders or delay the
commencement of services; and the continued development of service offerings of
the combined company. Actual results may also vary from expectations as a
result of risks and uncertainties described from time to time in Exodus' and
Global Crossing North America, Inc.'s filings with the Securities and Exchange
Commission ("Commission"). In particular, see "Factors Affecting Future
Results" in Exodus's quarterly and annual reports filed with the SEC and see
"Risk Factors" in Global Crossing's quarterly and annual reports filed with the
SEC. Neither Exodus nor GlobalCenter assumes any obligation to update the
forward-looking information contained in this communication.
For a detailed discussion of these and other important risk factors and
cautionary statements concerning Exodus and GlobalCenter and their respective
operations, you are referred to the proxy statement that will be filed by
Exodus, as described below.
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Exodus, its directors, executive officers and employees, and certain other
persons, may be deemed to be participants in the solicitation of proxies of
Exodus stockholders to approve the proposed merger. These individuals may have
interests in the merger, including as a result of holding options or shares of
Exodus. Information concerning these individuals and their interests in the
transaction and the participant's in the solicitation will be contained in the
proxy statement to be filed with the Commission in connection with the proposed
merger.
* * * * * * * * * * * * * * * * * * * *
Exodus plans to send to Exodus stockholders a proxy statement containing
information about the merger and seeking their approval of the proposed
transaction. You are urged to read the proxy statement carefully, when it is
available. The proxy statement will be filed with the Commission and will
contain important information about Exodus, GlobalCenter, the merger and related
transactions and matters. You may obtain a free copy of this document when it
is available, as well as other documents filed by Exodus with the Commission
(including annual, quarterly and special reports), at the Commission's web site
at www.sec.gov.
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