COMPANY: FIRSTCOM CORPORATION
TICKER: FCLX
EXCHANGE: NASDAQ SMALL CAP MARKET
FORM TYPE: 425
DOCUMENT DATE: JULY 27, 2000
FILING DATE: JULY 27, 2000
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: FirstCom Corporation
Commission File No.: 001-14107
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For Further Information:
Lydia R. Rodriguez Dan Lawler Leonardo Santiago
AT&T Latin America AT&T Corp Brainerd Communicators
305-774-2368 (office) 908-221-2219 (office) 212-986-6667 (office)
305-613-6767 (cell) 888-602-5418 (pgr.) [email protected]
[email protected] [email protected]
SPECIAL SHAREHOLDER MEETING OF FIRSTCOM CORPORATION
SET FOR AUGUST 28TH FOR VOTE
ON MERGER WITH AT&T LATIN AMERICA;
FIRSTCOM TO INITIATE TENDER OFFER FOR ITS SENIOR NOTES
MIAMI - July 27, 2000 - AT&T Latin America Corp., a subsidiary of AT&T Corp.,
and FirstCom Corporation (NASDAQ: FCLX), which plan to merge, announced today
that the registration statement filed by AT&T Latin America relating to the
merger has been declared effective by the Securities and Exchange Commission and
the FirstCom special shareholders' meeting to vote on their planned merger was
set for August 28, 2000. FirstCom expects to mail the proxy statement on or
around this Friday, July 28th. The parties have therefore extended the outside
date under the merger agreement for completion of the merger to August 31, 2000.
"I would like to thank our shareholders for their patience throughout this
process and welcome their support to become the initial public shareholders of
AT&T Latin America," stated Patricio E. Northland, Chairman and CEO of FirstCom.
"Following approval of the merger by FirstCom shareholders and completion of the
merger, each FirstCom common share will convert into a Class A common share of
AT&T Latin America and trade on the NASDAQ National Market System under the
symbol, "ATTL".
In connection with the merger, FirstCom will initiate a tender offer to the
holders of its senior notes, subject to completion of the merger. The tender
offer will be financed through the purchase by a subsidiary of AT&T Corp. of
preferred stock in AT&T Latin America.
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John Haigh, President of AT&T's International Ventures Organization stated, "We
have now leaped one of the final hurdles in the merger process. AT&T is very
excited to have the FirstCom shareholders and its management join the AT&T Latin
America team. Once we have closed the merger, AT&T Latin America can focus all
of its energy and resources on executing its business plan and aggressively
growing its operations in Latin America."
About AT&T Corp.
AT&T Corp (www.att.com) is among the world's premier voice, video and
data communications companies, serving more than 80 million customers, including
consumers, businesses and government. With annual revenues of more than $62
billion and 147,000 employees, AT&T provides services to customers worldwide.
Backed by the research and development capabilities of AT&T Labs, the company
runs the world's largest, most sophisticated communications network and has one
of the largest digital wireless networks in North America.
About FirstCom Corporation
FirstCom Corporation operates as a publicly traded (NASDAQ: FCLX)
competitive local exchange carrier in four major metropolitan business centers
in Chile, Colombia and Peru. With annual revenues in 1999 of $38MM and
approximately 650 employees at year-end, FirstCom owns and operates a
technologically advanced, fiber optic IP/ATM backbone-network and provides a
wide range of integrated communications services.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995: The foregoing statements involve known and unknown risks and uncertainties
that may cause AT&T Latin America and FirstCom's actual results or outcomes to
be materially different from those anticipated and discussed in this press
release. Except for historical information contained in this press release, the
matters discussed contain forward-looking statements that involve risks and
uncertainties, including but not limited to economic, competitive, governmental
and technological factors detailed in the definitive proxy statement described
below, which readers are urged to read carefully in assessing the
forward-looking statements contained herein.
In connection with the FirstCom/AT&T Latin America merger, FirstCom has
filed a definitive proxy statement and AT&T Latin America has filed a
registration statement on Form S-4. We urge investors and security holders to
read the definitive proxy statement and registration statement before they make
a decision concerning the merger. Security holders may obtain a free copy of
those documents and other documents filed by FirstCom Corporation at the SEC's
web site at www.sec.gov. In addition, documents filed with the SEC by FirstCom
may also be obtained from FirstCom Corporation by directing such request to
FirstCom Corporation, 220 Alhambra Circle, Coral Gables, Florida 33134,
Attention: General Counsel, Thomas C. Canfield (305) 459-6300.
<PAGE>
The members of the board of directors of FirstCom Corporation are
Patricio E. Northland, George Cargill, Andrew Hulsh and David Kleinman. As of
the date hereof, there are no other "participants in the solicitation," within
the meaning of Rule 14a-12 under the Securities Exchange Act of 1934, as
amended.
Information concerning the directors is set forth in the Definitive Proxy
Statement filed with the SEC.
This announcement is not an offer to purchase or solicitation of an
offer to purchase or a solicitation of consent with respect to any Senior Notes.
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