COMPANY: FIRSTCOM CORPORATION
TICKER: FCLX
EXCHANGE: NASDAQ SMALL CAP MARKET
FORM TYPE: 425
DOCUMENT DATE: JUNE 15, 2000
FILING DATE: JUNE 15, 2000
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: FirstCom Corporation
Commission File No.: 001-14107
For Further Information:
Lydia R. Rodriguez Richard Cooper/ Rob Schatz Sue Fleming
AT&T Latin America Corp. Strategic Growth International AT&T Corp.
FirstCom Corp. FirstCom Corp. 908-221-8824 (office)
305-774-2368 (office) 516-829-7111 (office) 908-230-3042 (cell)
305-613-6767 (cell) 516-829-8319 (fax) [email protected]
[email protected] [email protected]
AT&T AND FIRSTCOM EXPLORING INTEGRATION OF AT&T GLOBAL
NETWORK SERVICES' OPERATIONS IN SOUTH AMERICA
INTO AT&T LATIN AMERICA CORP.
AT&T AND FIRSTCOM ANNOUNCE MERGER AGREEMENT AMENDMENT
MIAMI - June 15,2000 - Today AT&T Latin America, AT&T Corp. and
FirstCom announced that they had entered into a memorandum of understanding
(MOU) to explore the integration of AT&T Global Network Services' (AGNS)
operations in South America into AT&T Latin America.
The companies will form a collaboration committee to make
recommendations about the timing, scope and nature of the possible integration.
The committee will consider the transfer to AT&T Latin America of assets,
contracts and licenses of AT&T Global Network Services - Latin America, and
other AT&T Corp. subsidiaries in the countries in which AT&T Latin America may
operate. In addition, the collaboration committee will consider the possibility
of management services arrangements and supply and other commercial contracts
among the companies, including AT&T Corp's Solutions division. It also will
explore possible movements of personnel from AT&T Global Network Services in
South America to AT&T Latin America.
"The MOU reflects our belief that integration of complementary
operations of AT&T Global Network Services in South America into AT&T Latin
America's operations would enhance our ability to provide superior services to
our
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customers," said Gary Weis, senior vice-president of AT&T Business Services,
Global Operations.
AT&T Global Network Services offers a portfolio of managed network
services for enterprise connectivity, collaboration, and network outsourcing.
AGNS has a strong global reach and serves the networking needs of large global
companies, mid-sized companies and individual corporate Internet users. In Latin
America, AGNS offers Virtual Private Network services, Frame Relay service and
high-speed Internet access.
"As we prepare for the merger of AT&T Latin America and FirstCom, we
continue to explore ways in which AT&T Latin America can collaborate with AT&T
Corp. and its affiliates," said John Haigh, president of AT&T's International
Ventures Organization.
Any transactions would be subject to the negotiation of definitive
agreements, approval by the relevant boards of directors, including the board of
AT&T Latin America, and receipt of necessary governmental or regulatory
approvals.
"We believe that this collaboration will be an important part of AT&T
Latin America becoming a leading communications provider to business customers
in Latin America," said Patricio E. Northland, chairman and CEO of FirstCom and
CEO of AT&T Latin America, once the merger with FirstCom is completed.
In November 1999, AT&T Corp. announced plans to form AT&T Latin
America, which will merge the Brazilian operations of Netstream, a competitive
local exchange carrier, with FirstCom, a publicly traded competitive local
exchange carrier with operations in Chile, Colombia and Peru. An amendment to
the agreement governing the merger has been made to reflect the parties'
expectation that the merger will close prior to the end of July 2000.
AT&T Latin America has also agreed to acquire Keytech LD, a development
stage broadband communications company in Argentina, subject to fulfillment of
conditions to the acquisition.
AT&T Latin America will provide first mile data, Internet and voice
connectivity, while providing the knowledge and experience to partner with
business customers to make a lasting difference. It will establish a full range
of innovative high-quality business services, one-stop shopping, and customer
service in countries where it operates.
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
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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, FirstCom owns and operates a fiber optic IP/ATM
backbone-network and provides a wide range of integrated broadband
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 FirstCom's actual results or outcomes to be materially different
from those anticipated and discussed herein. Except for historical information
contained herein, the matters discussed in this press release contain
forward-looking statements that involve risks and uncertainties, including but
not limited to economic, competitive, governmental and technological factors
detailed in FirstCom's filings with the United States Securities and Exchange
Commission (the "SEC") which readers are urged to read carefully in assessing
the forward looking statements contained herein.
In addition to FirstCom's filing of a preliminary proxy statement with the SEC
in connection with the FirstCom/AT&T Latin America merger, FirstCom will file a
definitive proxy statement and AT&T will file a registration statement on Form
S-4 with the SEC. We urge investors and security holders to read the definitive
proxy statement and registration statement when they are available before they
make a decision concerning the merger. Security holders may obtain a free copy
of those documents (when available) 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.
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 Preliminary Proxy
statement filed with the SEC.
