Filed Pursuant to Rule 425
Filer: CoreComm Limited
Subject Company: CoreComm
Limited Subject Company Exchange Act File No.: 0-24521
Investors and security holders are urged to read the proxy statement/prospectus
regarding the business combination transaction referenced in the following
information, when it becomes available, which will be included in the
Registration Statement on Form S-4 to be filed by the ultimate parent company in
the business combination transaction with the Securities and Exchange Commission
because it will contain important information. After it is filed with the SEC,
investors and security holders may obtain a free copy of the proxy statement/
prospectus on the SEC's website (www.sec.gov). A proxy statement and
prospectus with respect to the proposed transaction will also be mailed for free
to CoreComm stockholders by CoreComm and ATX.
In addition, the identity of the people who, under the SEC rules, may be
considered "participants in the solicitation" of CoreComm shareholders in
connection with the proposed business combination, and a description of their
ownership interests in CoreComm, is available in an SEC filing under Schedule
14A made by CoreComm on March 29, 2000 and available on the SEC's website
(www.sec.gov).
* * *
FOR IMMEDIATE RELEASE
CORECOMM LIMITED ACQUIRES VOYAGER.NET, INC.
ENHANCING TELECOMS AND INTERNET SERVICES POSITION
IN MIDWEST REGION
ACCELERATES INTERNET-CENTRIC CAPABILITIES NATIONWIDE
New York, New York (March 13, 2000) - CoreComm Limited (NASDAQ: COMM) and
Voyager.net, Inc. (NASDAQ: VOYN) ("Voyager.net") today announced a definitive
agreement to merge in a stock and cash transaction valued at approximately $540
million. The transaction will immediately benefit CoreComm's Internet-based
telecoms strategy in the Midwest, and significantly increase the company's
overall Internet-centric capabilities as it rolls out its services across the
country.
Under the agreement, Voyager.net shareholders will receive 0.292 shares of
CoreComm common stock and $3 in cash for each share of Voyager.net common stock.
Based on Friday's closing price of CoreComm common stock of $47.875 per share,
the purchase price would be $17 per Voyager.net share. Under the agreement's
collar provisions, the shares of common stock issued will be reduced if the
CoreComm stock price at closing exceeds $57 per share, and increased if the
CoreComm common stock price at closing is below $41 per share. If
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CoreComm's stock price at closing is below $33 per share, there would be no
further adjustment to the number of shares of CoreComm common stock issued and
Voyager.net would have the right to terminate the transaction, subject to
CoreComm's right to adjust further the shares issued. As of December 31, 1999,
Voyager.net had total debt of approximately $24 million.
CoreComm delivers integrated local and long distance telephone, Internet and DSL
services to residential and business customers. CoreComm operates a nationwide
ATM Internet backbone network, and is currently installing "Smart Build" local
exchange networks in the Ameritech region. CoreComm will shortly expand to Bell
Atlantic's region through newly constructed facilities in New York and Boston
and through the recently announced acquisition of ATX Telecommunications
Services, Inc., which operates in the Mid-Atlantic states. Voyager.net is the
largest full-service Internet communications company in the Midwest, with more
than 360,000 customers, and is rapidly expanding into DSL delivery of its
services.
In the fourth quarter of 1999, Voyager.net had annualized revenue of
approximately $65 million and annualized EBITDA of approximately $14 million.
Commenting on today's transaction, Barclay Knapp, President and CEO of CoreComm,
stated: "Voyager.net brings us critical mass in the Internet business in terms
of customers, operations, and infrastructure. With a combined total of more than
450,000 customers, we become one of the leaders in the Midwest/Great Lakes
region overnight. Together with our nationwide ATM network and the acceleration
which ATX gives us in our regional access networks, Voyager.net provides the
springboard to take CoreComm's Internet-centric telecom strategy to the national
level. Voyager.net also brings its very strong management team to the equation,
one that is a great cultural and professional fit with our organization."
Chris Torto, President and CEO of Voyager.net added, "Voyager.net could not find
a better partner than CoreComm to help advance our strategy and allow us to take
the company to the next level. CoreComm will help advance the service offerings
to our customers and provide the facilities and backing to complete our DSL
expansion. This transaction will greatly benefit our customers and employees."
The transaction is subject to shareholder approval and other customary closing
conditions, and is expected to close during the summer of 2000. Holders of over
a majority of the voting shares of Voyager.net have entered into an agreement
with CoreComm to vote in favor of the transaction. Goldman, Sachs & Co.
represented CoreComm and Morgan Stanley Dean Witter represented Voyager.net on
the transaction.
CoreComm is an innovative communications company that provides integrated
telephone, Internet, and data services to business and residential customers in
targeted markets throughout the United States. We are exploiting the convergence
of telecommunications and information services through our "Smart Local Exchange
Carrier" or "Smart LEC" network strategy. Our Smart LEC strategy involves the
ownership of switches and related equipment for the provisioning of services,
and the leasing of the unbundled local loop, combined with the
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provisioning of an IP-based, national network. This configuration of local and
national owned and leased facilities allows us deliver a wide range of
communications services over a network architecture which we design to be
capital efficient and primarily requires success-based incremental capital. Our
goal is to expand our facilities, geography and services to become a leading
switch-based communications provider in selected major markets across the United
States.
Voyager.net is the largest full-service Internet communications company focused
on the midwestern US, with more than 360,000 subscribers. Voyager.net provides
high-speed data communications services and Internet access to residential and
business customers. Services include broadband Digital Subscriber Line (DSL),
dedicated business connectivity, cable modem access, dial-up Internet access,
Web hosting, electronic commerce, server collocation, and long distance phone
services. The Company operates the largest dial-up Internet network in the
Midwest in terms of geographic coverage, with approximately 200 Voyager.net
owned points of presence in Michigan, Wisconsin, Ohio, Illinois, Indiana, and
Minnesota. Voyager.net has CLEC (Competitive Local Exchange Carrier) status in
Michigan, Ohio, and Wisconsin.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: In addition to the historical information presented, this release also
includes certain forward- looking statements concerning the future development
of the business and the anticipated closing date for the transaction. Such
statements represent the Company's reasonable judgment on the future and are
based on assumptions and factors that could cause actual results to differ
materially. The Company assumes no obligation to update these forward-looking
statements to reflect actual results, changes in assumptions or changes in
factors affecting such statements.
******
For further information contact:
CoreComm Limited:
Michael A. Peterson, Vice President - Corporate Development or Richard J.
Lubasch, Senior Vice President - General Counsel at (212) 906-8485.
Voyager.net, Inc.:
Ozzie deFaria, Chief Operating Officer at (517) 324-8959.
