Filed by Global Crossing Ltd.
pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: Global Crossing Ltd.
Commission File No. 000-24565
Global Crossing to Acquire IXnet, a High Growth Provider of IP-based Network
Services to Global Financial Community, and Parent Company, IPC
Communications, for $3.8B in Stock
HAMILTON, Bermuda/NEW YORK--(BUSINESS WIRE)--Feb. 22, 2000--Global Crossing
Ltd. (Nasdaq:GBLX)--
- - IXnet provides single "pipe" IP connectivity to more than 600 financial
institutions for global trading and communications.
- - IXnet hosts and distributes market data, news, streaming video, research
and analytics for more than 30 leading content providers to the global
financial community.
- - IXnet has points of presence in 37 countries, 1,450 customer access
nodes, and a strong management and sales force experienced in serving
multinational financial institutions.
- - Expands Global Crossing's customer relationships in the financial
community, adding such premier clients as Citigroup, Chase, Goldman
Sachs, Merrill Lynch, Morgan Stanley, Bear Stearns, Deutsche Bank, ABN
AMRO, NatWest, HSBC, and Nomura.
- - IXnet will use Global Crossing Network instead of leased lines to
provide global bandwidth, substantially reducing costs and creating new
growth opportunities.
- - IPC Communications is the No. 1 provider of sophisticated desktop
trading systems to financial institutions, with a 60% share of the
worldwide market.
Global Crossing Ltd. (Nasdaq:GBLX), which is building and operating the
world's most advanced global IP-based fiber optic network, and IXnet, Inc.
(Nasdaq:EXNT), the leading provider of specialized IP-based network services
to the global financial services community, today announced a definitive
agreement for Global Crossing to acquire IXnet, Inc.
Founded in 1995, IXnet provides desktop-to-desktop broadband data and
voice services to more than 600 leading financial institutions worldwide,
including investment and commercial banks, asset managers, broker/dealers,
and trading firms. IXnet also hosts and distributes market data, news,
streaming video, research and analytics for more than 30 leading content
providers to the global financial community. IXnet has points of presence in
37 countries, 1,450 customer access nodes (intelligent network gateways), and
a strong management team and sales force with unparalleled experience serving
the data, voice and video needs of global financial institutions.
Global Crossing will acquire both IXnet and its parent company, IPC
Communications, Inc. (AMEX:IPI), which owns approximately 73% of IXnet's
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fully diluted shares. IPC is the leading provider of sophisticated desktop
trading systems to the global financial community with a market share
estimated at 70% of the U.S. market and 60% worldwide.
Under the terms of the definitive merger agreement, 1.184 Global
Crossing shares will be exchanged for each IXnet share not owned by IPC and
5.417 Global Crossing shares will be exchanged for each share of IPC. Based
on Friday's closing price of Global Crossing shares, the transaction is
valued at approximately $62.03 for each of IXnet's 59.2 million fully diluted
shares, and $283.71 for each of IPC's 10.1 million IPC fully diluted shares,
or a total of approximately $3.8 billion. This transaction values IXnet at a
total of approximately $3.65 billion, and values IPC shares -- excluding the
value of the IXnet shares owned by IPC -- at a total of approximately $150
million.
Bob Annunziata, CEO of Global Crossing, said, "IXnet is a great
strategic fit for us. We will now move to the next level beyond providing
building-to-building connectivity in major cities -- providing
desktop-to-desktop connectivity for multinational corporations worldwide.
IXnet will leverage our seamless global network through the provision of
sophisticated IP and data services to financial institutions, one of the
largest and fastest growing customer segments. We can also eliminate
substantial network costs by moving IXnet from leased lines onto the Global
Crossing Network, which is nearing completion. IXnet will give us new
capabilities and increased presence in Asia where we are currently partnering
with Microsoft, Softbank and Hutchison Whampoa, as well as in the financial
markets of Europe and the Americas where it is already the market leader. We
welcome David Walsh and his superb management team to Global Crossing."
IXnet's blue-chip clients include Morgan Stanley, Goldman Sachs, Merrill
Lynch, Citigroup, Chase, Bear Stearns, Donaldson Lufkin & Jenrette, Deutsche
Bank, ABN AMRO, NatWest, HSBC, Nomura, Sumitomo, Barclays, Spear Leeds &
Kellogg, Fidelity Investments, Janus, many of the leading ECNs, and leading
market data providers such as First Call and News Edge. Many of IXnet's
customer relationships grew out of existing relationships with IPC, which was
founded in the 1970s.
Leo Hindery, CEO of GlobalCenter, Global Crossing's complex web hosting
business, said, "Web hosting for financial services firms is a rapidly
growing global market, and financial institutions have become the second
largest users of web hosting services. We are excited by the prospect of
being IXnet's partner for complex web hosting. We will also leverage IPC's
dominant position in trading rooms worldwide to increase usage of our complex
web hosting and other Global Crossing services."
"This is a superb transaction for the customers, employees and
shareholders of both IXnet and IPC," said David Walsh, CEO of IXnet, who will
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continue to lead the management teams currently running IXnet and IPC. "As
part of Global Crossing, we will be able to do even more for our customers,
taking advantage of the Global Crossing Network, its GlobalCenter complex web
hosting capability and its global resources. We look forward to becoming
part of this entrepreneurial standard-setter in the global telecommunications
business."
The acquisition is expected to be completed in the second quarter of
2000, and is subject to regulatory approval and customary closing conditions.
The acquisition is not subject to shareholder approval; Citicorp Venture
Capital, which owns approximately 60% of IPC, has approved the transaction
and IPC, which owns approximately 73% of IXnet, has also approved the
transaction. The acquisition will be accounted for as a purchase and is
expected to be tax-free to shareholders of IXnet and IPC.
Chase Securities served as financial advisor to Global Crossing, Salomon
Smith Barney served as financial advisor to IPC and IXnet, and Donaldson
Lufkin and Jenrette provided a fairness opinion to the Board of IPC.
About Global Crossing
Global Crossing Ltd. (Nasdaq:GBLX) is building and offering services
over the world's first global fiber optic network with 97,200 announced route
miles, serving five continents, 24 countries and more than 200 major cities.
The Global Crossing Network and its telecommunications and Internet product
offerings will be available to over 80% of the world's international
communications traffic. Global Crossing's subsidiary, GlobalCenter Inc., is
a leading Internet Commerce Services Provider and provides customers with the
Internet infrastructure necessary to manage complex online enterprises on a
global basis. Among its customers are some of the largest and most densely
trafficked sites on the Web, including Yahoo!, The Motley Fool, Ziff Davis,
MP3.com and eToys. Global Crossing's operations are headquartered in
Hamilton, Bermuda, with principal offices in Los Angeles, California; London,
England; Morristown, New Jersey; Rochester, N.Y.; and Miami, Florida. Visit
Global Crossing at www.globalcrossing.com.
About IXnet
IXnet, Inc. provides a high performance intelligent global extranet
designed exclusively for the financial community. Through a single
connection, IXnet delivers end-to-end managed data and voice communications
solutions to the worldwide financial services community. IXnet uniquely
offers superior performance, reliability and security along with rapid
provisioning and dedicated customer support -- keeping market participants in
constant contact 24 hours a day. Customers receive voice and data
connectivity, plus financial content and transactional capabilities on
IXnet's global extranet without having to access multiple public networks or
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rely on multiple customer service organizations. With Network Operating
Centers in New York, New Jersey and London, points of presence in 37
countries and 1,450 customer access nodes, IXnet serves more than 600 of the
world's top financial firms. For more information, please visit
www.ixnet.com.
About IPC Communications
IXnet is part of IPC Communications, Inc., the world's leading supplier
of voice trading systems to the financial services community with a
sophisticated suite of globally integrated voice and data telecommunications
products. IPC's patented digital TRADENET MX(R) is the most widely installed
voice trading system in the world. IPC focuses on serving the financial
trading environment by designing, manufacturing, installing, and servicing
products that allow traders around the world to communicate with each other
instantly and reliably. With a global customer base comprising thousands of
the world's largest financial services firms, IPC's reputation for quality
and service is unmatched. For more information, please visit www.ipc.com.
Statements made in this press release that state the Company's or
management's intentions, beliefs, expectations, or predictions for the future
are forward-looking statements. Such forward-looking statements are subject
to a number of risks, assumptions and uncertainties that could cause the
Company's actual results to differ materially from those projected in such
forward-looking statements. These risks, assumptions and uncertainties
include: the ability to complete systems within currently estimated time
frames and budgets; the ability to compete effectively in a rapidly evolving
and price competitive marketplace; changes in the nature of
telecommunications regulation in the United States and other countries;
changes in business strategy; the successful integration of newly-acquired
businesses; the impact of technological change; and other risks referenced
from time to time in the Company's filings with the Securities and Exchange
Commission.
CONTACT: Global Crossing Ltd.
Investor contacts:
Jerry Leshne, 310/385-3838
[email protected]
Jensen Chow, 310/385-5283
[email protected]
or
Press contacts:
George Sard/Kim Polan, 212/687-8080
[email protected] or [email protected]
Tom Goff, 310/385-5231
[email protected]
or
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IXnet/IPC Communications
Press Contact:
Spring O'Brien
Procter Lippincott, 212/620-7100 ext. 228
[email protected]
Investor Contact:
Cynthia Artin, 212/412-6405
[email protected]
10:30 EST FEBRUARY 22, 2000
Investors and security holders are advised to read the information
statement/prospectus regarding the business combination transaction referenced
in the foregoing information, when it becomes available, because it will
contain important information. Such information statement/prospectus will be
filed with the Securities and Exchange Commission by Global Crossing Ltd.
Investors and security holders may obtain a free copy of the information
statement/prospectus (when available) and other documents filed by Global
Crossing Ltd. at the Commission's web site at www.sec.gov. The information
statement/prospectus and such other documents may also be obtained from Global
Crossing by directing such request to Global Crossing Ltd., 150 El Camino
Drive, Beverly Hills, CA 90212, Attn: Investor Relations Department;
Jensen Chow, (310) 385-5283; e-mail: [email protected].
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