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Filed by NorthPoint Communications Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed Filed Pursuant to Rule 14a-12 of the Securities
Exchange Act of 1934
Subject Company: NorthPoint Communications Group, Inc.
Commission File No. 000-29828
THE FOLLOWING DOCUMENT WAS DISTRIBUTED TO PARTICIPANTS AT AN ANALYST
CONFERENCE ON AUGUST 14, 2000 AND WAS DISSEMINATED TO EMPLOYEES OF
NORTHPOINT COMMUNICATIONS GROUP, INC. ON THE NORTHPOINT INTRANET BEGINNING
ON AUGUST 10, 2000:
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Verizon [arrow NorthPoint
pointing
. $800 million in cash + down] . DSL assets and operations
Their DSL operations today: which includes:
. 220,000 lines . 62,000 lines
. 1,400 employees . 1,200 employees
. 1,760 operational central offices . 1,505 operational central
offices
. Their wholesale DSL business including
collocation space, DSLAMs, ATM
switches, routers, etc.
The New NorthPoint
Pro forma at year end 2000,
the new NorthPoint is expected to have...
. Over 600,000 lines
. More than 3,000 central offices
. Estimated revenues of $350 million
. 163 MSA
. 63 millions homes and business passed
Terms of the Deal Valuation
. Merger of DSL operations . VZ contributes more than just
$800 million in cash
. 55% owned by Verizon, 45% by
NorthPoint shareholders . Revenue Multiple basis
. Formation of "New" NorthPoint . Multiple 15-20 times
. Maintain NorthPoint name, brand . Pro forma revenues is expected to be
and listing in excess of $350 million at YE 2000
. Independent board . Plus the $800 million in cash
. Led by existing NorthPoint . Plus the value of the Verizon DSL
management business (over $500 million)
. Shares outstanding after closing
310 million
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Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release whiHBauerFinancial Printing
GroupSafe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts
may be deemed to contain forward-looking statements. Such statements are
indicated by words or phrases such as "anticipate," "estimate," "projects,"
"believes," "intends," "expects" and similar words and phrases. Actual results
may differ materially from those expressed or implied in any forward-looking
statement as a result of certain risks and uncertainties. Some of these risks
and uncertainties include, without limitation: NorthPoint's dependence on
strategic third parties to market and resell its services, intense competition
for NorthPoint's service offerings, dependence on growth in demand for DSL-based
services, ability to raise additional capital, the inability to obtain, or meet
conditions imposed for, governmental approvals for the proposed merger with
Verizon Communications' DSL business, the failure of NorthPoint's stockholders
to approve the merger, costs related to the merger, the risk that NorthPoint's
and Verizon's DSL businesses will not be integrated successfully, the failure of
NorthPoint to realize anticipated benefits of the merger and other economic,
business, competitive and/or regulatory risks and uncertainties detailed in the
company's Securities and Exchange Commission filings. Prospective investors are
cautioned not to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any of the forward-looking statements
contained herein to reflect future events or developments.
NorthPoint Communications Group, Inc. and Verizon Communications will file a
joint proxy statement/prospectus and other documents regarding the proposed
business combination transaction referenced in the foregoing information with
the Securities and Exchange Commission. Investors and security holders are urged
to read the proxy statement/prospectus, when it becomes available, because it
will contain important information. A definitive joint proxy
statement/prospectus will be sent to stockholders of NorthPoint Communications
Group, Inc. seeking their approval of the proposed transaction. Investors and
security holders may obtain a free copy of the definitive joint proxy
statement/prospectus (when it is available) and other documents filed by
NorthPoint Communications Group, Inc. and Verizon Communications with the
Commission at the Commission's web site at www.sec.gov. The definitive joint
proxy statement/prospectus and these other documents may also be obtained for
free by NorthPoint stockholders by directing a request to: NorthPoint
Communications Group, Inc., 303 Second Street, South Tower, San Francisco, CA
94107, Attn: Investor Relations, (415) 403-4003, email:
[email protected]
