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Filing under Rule 425 under
the Securities Act of 1933
Filing by: Metromedia Fiber Network, Inc.
Subject Company: SiteSmith, Inc.
[LETTERHEAD OF METROMEDIA] NEWS RELEASE
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Corporate Headquarters 360 Hamilton Ave. White Plains, NY 10601 914.421.6700
WWW.MMFN.COM
FOR IMMEDIATE RELEASE
METROMEDIA FIBER NETWORK TO ACQUIRE SITESMITH
MERGER EXPANDS MFN'S ABILITY TO DELIVER COMPREHENSIVE MANAGED OPTICAL INTERNET
INFRASTRUCTURE SOLUTIONS TO COMPANIES WORLDWIDE
NEW YORK - OCTOBER 10, 2000 -- Metromedia Fiber Network, Inc. (MFN) (NASDQ:
MFNX), the leading provider of end-to-end optical network solutions, announced
today a definitive agreement to acquire SiteSmith, Inc., a leading provider of
Internet infrastructure management services. As of yesterday's closing price of
MFN common stock, the all-stock transaction is valued at approximately $1.36
billion. The transaction is expected to close by the end of the year and is
subject to customary conditions.
The acquisition positions MFN at the forefront of the market for managed optical
Internet infrastructure solutions. MFN is the leader in the deployment of
optical IP Internet infrastructure within key metropolitan areas worldwide, and
a premier provider of world-class data centers and Internet connectivity through
its subsidiary, AboveNet Communications. With this acquisition, MFN will provide
its customers with the first global end-to-end optical Internet infrastructure
outsourcing solution. The combined company will offer its comprehensive managed
services with its unmetered, unshared fiber network connections at the local
loop, a globally connected fiber backbone network, Internet connectivity and
co-location data centers.
"Global 2000 companies are moving their businesses and mission-critical
applications onto the Internet. This requires an infrastructure partner who can
scale to provide and manage a highly-reliable, high-performance and secure
Internet presence worldwide," said Nicholas M. Tanzi, president and chief
operating officer of Metromedia Fiber Network. "SiteSmith extends MFN's unique
offering and allows us to address all of the managed Internet infrastructure
requirements of businesses globally. The merger extends our deep and
long-lasting relationships with our customers and further leverages the value of
our global optical IP infrastructure."
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SiteSmith provides its customers with a comprehensive Internet infrastructure
management solution that includes design and architecture, hardware and software
installation, co-location and network connectivity, and ongoing management
through provision of 24x7 monitoring, security services and fail-over systems.
SiteSmith has more than 400 employees, 169 customers and 8 locations in the U.S.
and Europe.
The merger adds senior executives with extensive Internet and managed services
experiences to MFN's management team:
o Mark F. Spagnolo, SiteSmith's CEO, previously served as President and
CEO of UUNET.
o Robert John (Treb) Ryan IV, co-founder and Senior Vice President,
Operations, previously served as Vice President, Professional Services
at Frontier Global Center.
o David Winn, president of SiteSmith's European operations, previously
served as general manager of IBM EMEA (Europe, Middle East, and
Africa).
"Our merger creates an organization that is uniquely positioned to satisfy the
full range of our customers' Internet needs, from network infrastructure to
high-end value-added managed services," said Mark Spagnolo, CEO and chairman of
SiteSmith. "We are excited by the cross-sell opportunities for both companies
presented by this merger."
MERGER DETAILS
Pursuant to the merger agreement, SiteSmith shareholders will receive between
55.0 million and 62.5 million MFN shares depending on the share price of MFN
common stock over a period prior to closing. More specifically, if the average
closing price of MFN's common stock for the 20 trading days ended four days
prior to closing is greater than or equal to $27.27 per share, SiteSmith
stockholders will receive 55.0 million shares. If the average price is less than
or equal to $24.00 per share, SiteSmith stockholders will receive 62.5 million
shares. At an average per share price between $24.00 and $27.27, SiteSmith
stockholders will receive a number of shares equal to $1.5 billion, divided by
the average stock price. The transaction will be accounted for as a purchase
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transaction. The Boards of Directors of both companies have approved the merger.
Consummation of the merger is contingent on customary conditions, including
regulatory approvals.
ABOUT METROMEDIA FIBER NETWORK, INC.
Metromedia Fiber Network, Inc., the leading provider of end-to-end optical
network solutions, is revolutionizing the fiber optic industry. By offering
virtually unlimited, unmetered bandwidth at a fixed cost, Metromedia Fiber
Network is eliminating the bandwidth barrier and redefining the way broadband
capacity is sold. Metromedia Fiber Network is extending metropolitan fiber optic
infrastructure to the end user in strategic top-tier markets, enabling its
customers to implement the latest data, video, Internet and multimedia
applications. In addition to its current expansion in 51 cities in North
America, Metromedia Fiber Network is establishing an international presence with
planned fiber-optic network builds in 16 cities throughout Europe.
Together with its subsidiaries, AboveNet Communications, Inc. (www.above.net), a
leading provider of co-location and Internet connectivity solutions, and
Paix.net, Inc. (www.paix.net), the leading neutral Internet Exchange, Metromedia
Fiber Network is unleashing the full potential of the Internet. The combined
company facilitates the explosive growth of e-commerce and advanced Internet
applications by delivering secure, reliable and scaleable optical networks and
IP services to Internet content and service providers, carriers and enterprise
users worldwide. For more information about Metromedia Fiber Network, please
visit the company's Web site at www.mmfn.com.
ABOUT SITESMITH
SiteSmith, Inc. is a leading provider of comprehensive Internet infrastructure
management services. SiteSmith's services are designed to maximize the
performance, reliability and security of large-scale, complex Internet
infrastructures. Since its inception in October 1999, SiteSmith has assembled a
team of Web engineers, Internet technologists and project managers to help
companies build and operate reliable, scalable and secure Internet
infrastructures. The company's SiteMonitoring, SiteSecurity and SiteNet premium
services offer customers the additional technology they need to address their
monitoring, security and network redundancy needs. SiteSmith is dedicated to
helping businesses deliver the performance and consistent services that
customers, investors and partners demand -- twenty-four hours a day, seven days
a week. SiteSmith is headquartered in Santa Clara, California with offices in
Boston, Chicago, London, Los Angeles, New York City, Newark and the Washington
D.C. area. Information about SiteSmith and its services is available on the
World Wide Web at WWW.SITESMITH.COM or by calling 1-888-424-0059 or
408-987-6400.
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SiteSmith, SiteAudit, SiteMonitoring, SiteNet and SiteSecurity are service marks
of SiteSmith, Inc. AboveNet, Internet Service Exchange, ISX, and AboveNet Global
One-Hop Network are trademarks of AboveNet Communications, Inc.
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH RISKS AND
UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, GENERAL ECONOMIC AND BUSINESS
CONDITIONS, COMPETITION, CHANGES IN TECHNOLOGY AND METHODS OF MARKETING, AND
VARIOUS OTHER FACTORS BEYOND THE COMPANY'S CONTROL. THIS ALSO INCLUDES SUCH
FACTORS AS ARE DESCRIBED FROM TIME TO TIME IN THE SEC REPORTS FILED BY
METROMEDIA FIBER NETWORK, INCLUDING THE MOST RECENTLY FILED FORMS S-3, 10-K AND
10-Q.
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FILINGS WITH THE SEC
METROMEDIA FIBER PLANS TO FILE A REGISTRATION STATEMENT ON FORM S-4 WITH THE SEC
IN CONNECTION WITH THE TRANSACTION. THE FORM S-4 WILL CONTAIN A PROSPECTUS, AND
OTHER DOCUMENTS. THE FORM S-4 WILL CONTAIN IMPORTANT INFORMATION ABOUT
METROMEDIA FIBER, SITESMITH, THE TRANSACTION AND RELATED MATTERS. INVESTORS AND
STOCKHOLDERS SHOULD READ IT CAREFULLY, TOGETHER WITH THE OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE TRANSACTION BEFORE THEY MAKE ANY DECISION
WITH RESPECT TO THE EXCHANGE OF THEIR SITESMITH SHARES OR THE EXERCISE OF THEIR
APPRAISAL RIGHT. A COPY OF THE MERGER AGREEMENT WILL BE FILED BY METROMEDIA
FIBER AS AN EXHIBIT TO ITS FORM 8-K. THE FORM S-4, THE FORM 8-K AND ALL OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION WILL BE
AVAILABLE WHEN FILED FREE OF CHARGE AT THE SEC'S WEB SITE AT WWW.SEC.GOV. IN
ADDITION, THE FORM S-4, THE FORM 8-K AND ALL OTHER DOCUMENTS FILED WITH THE SEC
IN CONNECTION WITH THE TRANSACTION WILL BE MADE AVAILABLE TO INVESTORS FREE OF
CHARGE BY CALLING OR WRITING TO:
METROMEDIA FIBER NETWORK, INC.
CORPORATE COMMUNICATIONS
360 HAMILTON AVENUE
WHITE PLAINS, NEW YORK 10601
TEL: 212-606-4389
SITESMITH, INC.
INVESTOR RELATIONS
3283 SCOTT BLVD.,
SANTA CLARA, CALIFORNIA 95054
TEL: 408-987-6400
IN ADDITION TO THE FORM S-4, AND THE OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE TRANSACTION, METROMEDIA FIBER IS OBLIGATED TO FILE ANNUAL,
QUARTERLY AND SPECIAL REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE
SEC. YOU MAY READ AND COPY ANY REPORTS, STATEMENTS AND OTHER INFORMATION FILED
WITH THE SEC AT THE SEC'S PUBLIC REFERENCE ROOMS AT 450 FIFTH STREET, N.W.,
WASHINGTON, D.C. 20549 OR AT THE OTHER PUBLIC REFERENCE ROOMS IN NEW YORK, NEW
YORK AND CHICAGO, ILLINOIS. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER
INFORMATION ON PUBLIC REFERENCE ROOMS. FILINGS WITH THE SEC ALSO ARE AVAILABLE
TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND AT THE WEB SITE
MAINTAINED BY THE SEC AT HTTP//WWW.SEC.GOV.
FOR MORE INFORMATION:
Kara Carbone
Public Relations Manager
212-606-4386
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[LETTERHEAD OF METROMEDIA] NEWS RELEASE
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Corporate Headquarters 360 Hamilton Ave. White Plains, NY 10601 914.421.6700
WWW.MMFN.COM
FOR IMMEDIATE RELEASE
METROMEDIA FIBER NETWORK ANNOUNCES INVESTOR
TELECONFERENCE TO DISCUSS SITESMITH ACQUISITION
NEW YORK - OCTOBER 10, 2000 - Metromedia Fiber Network, Inc. (MFN) (NASDQ: MFNX)
will host an investor teleconference today beginning at 10 a.m. Eastern Time to
discuss the acquisition of SiteSmith, Inc., by MFN. Investors can listen to the
teleconference by calling 800-482-5519. International callers should dial
303-267-1002.
The Metromedia Fiber Public Announcement conference ID number is 831872.
Investors are encouraged to call ten minutes before the 10 a.m. start time.
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FOR MORE INFORMATION:
Kara Carbone
Public Relations Manager
212-606-4386
