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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15 (d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 11, 2000
GlobeNet Communications Group Limited
(Exact name of registrant as specified in charter)
Bermuda
(State or other jurisdiction of incorporation)
333-86461 ____________
(Commission File No.) (IRS employer identification no.)
2 Carter's Bay Road, Southside, St. David's DDBX
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (441) 296-9000
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ITEM 5: OTHER EVENTS
On March 11, 2000, Worldwide Fiber, Inc. (which has since changed its
name to 360networks inc.) ("360networks") and GlobeNet Communications Group
Limited ("GlobeNet") entered into an Agreement and Plan of Arrangement
("Agreement") pursuant to which 360networks will acquire GlobeNet in exchange
for Subordinate Voting Shares of 360networks. 360networks offers broadband
network services for telecommunications companies, Internet service providers,
application service providers and data-centric enterprises. 360networks is
completing a technologically advanced 90,300-kilometer (56,100 mile) network,
including a fiber optic terrestrial network in North America and Europe and
undersea cables linking North America and Europe. 360networks and its
predecessors have been developing communications networks since 1988.
The consummation of the transaction is subject to the fulfillment of a
number of conditions, including (a) approval by the shareholders of GlobeNet,
the Bermuda Supreme Court (pursuant to Article 99 of the Companies Act 1981 of
Bermuda) and certain regulatory authorities, (b) the compliance by GlobeNet and
360networks with their respective obligations under the Agreement, and (c) the
completion of an underwritten public offering of 360networks' Subordinate Voting
Shares.
360networks has announced that it plans to offer its Subordinate
Voting Shares to the public in an underwritten public offering in the second
quarter of 2000. The actual proceeds to the shareholders of GlobeNet will be
adjusted based, in part, on the initial public offering share price of
360networks' stock. The acquisition is subject to the approval by a majority in
number representing at least 75% in value of each of two classes of GlobeNet
shareholders present in person or by proxy, with each class voting separately.
Holders of more than 75% of each class of GlobeNet shares have irrevocably
committed, pursuant to a voting agreement with 360networks, to vote in favor of
the transaction. It is anticipated that the transaction will be completed in the
second half of this year. Additional information regarding this transaction,
including information regarding the anticipated proceeds to our shareholders,
will be detailed in a proxy statement that will be distributed to our
shareholders prior to soliciting their vote for approval of the transaction.
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Pursuant to the requirements of the Securities Exchange of 1934,
GlobeNet has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GLOBENET COMMUNICATIONS GROUP LIMITED
By: /s/ Lin Gentemann
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Name: Lin Gentemann
Title: Executive Vice President and
General Counsel
Dated: March 24, 2000
