COMPANY: FIRSTCOM CORPORATION
TICKER: FCLX
EXCHANGE: NASDAQ SMALL CAP MARKET
FORM TYPE: 425
DOCUMENT DATE: February 23, 2000
FILING DATE: February 23, 2000
Filed by FirstCom Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: FirstCom Corporation
Commission File No.: 001-14017
FIRSTCOM CORPORATION ANNOUNCES AMENDMENT OF MERGER AGREEMENT TO REFLECT
STRATEGIC INVESTMENT BY AT&T LATIN AMERICA IN ARGENTINA
February 23, 2000 01:14 PM
MIAMI--(BUSINESS WIRE)--Feb. 23, 2000--FirstCom Corporation FCLX today announced
that it had amended its previously-announced merger agreement with AT&T Latin
America, the recently created AT&T subsidiary, to permit AT&T Latin America to
acquire Keytech LD S.A., a newly formed competitive local exchange carrier in
Argentina.
AT&T Latin America will purchase 100% of the shares of Keytech LD, a private
company, from the Keytech Group, an Argentina-based diversified
telecommunications and technology integrator. The transaction is subject to
regulatory approvals and customary closing conditions. FirstCom expects that the
transaction will take place within the time frame of its proposed merger with
AT&T Latin America. Keytech LD has nationwide licenses to provide domestic and
international long distance, local telephony services, value-added services,
licenses to provide a full range of Internet and data services and a unique
1910-1930 MHz spectrum license to provide fixed wireless services in nine of
Argentina's largest cities, including Buenos Aires. The acquisition will provide
AT&T Latin America with a significantly reduced time to market and the
opportunity to position itself in Argentina to compete in a fully deregulated
environment by the end of the year 2000.
As a result of the agreement by AT&T Latin America to acquire Keytech L.D., the
merger agreement between FirstCom and AT&T Latin America has been amended to
reflect the issuance of shares to the shareholders of Keytech L.D. Upon
completion of the Keytech transaction and the merger with AT&T Latin America,
the former shareholders of Keytech L.D. will own approximately 1% of the issued
and outstanding shares of AT&T Latin America on a fully-diluted basis, AT&T
Corp. will own approximately 58%, the former shareholders of FirstCom will own
approximately 34%, and the other shareholders will own the remaining shares of
AT&T Latin America. Accordingly, the percentage ownership of FirstCom in AT&T
Latin America will not be materially reduced as a result of this transaction
from the percentage which they were originally entitled to receive under the
merger agreement with AT&T Latin America.
AT&T Latin America also announced today that it intends to continue developing
Keytech's IP technology position, while providing advanced services and growing
its client base. Additionally, AT&T Latin America announced that it plans to
construct an ATM/Frame Relay/IP metropolitan area network in downtown Buenos
Aires. The network will utilize state-of-the-art technology with an ATM/IP and
Frame Relay services, along with local, domestic and international voice
switched services.
"The acquisition by AT&T Latin America of Keytech LD is a milestone in AT&T
Latin America's strategy to become the region's premier telecommunications
company, meeting the advanced telecommunications
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needs of customers in Latin America's business centers and providing them with
communications solutions seamlessly around the globe," said Patricio Northland,
Chairman and CEO of FirstCom, who will become CEO of AT&T Latin America when the
merger with FirstCom is completed.
AT&T Latin America announced that it plans to replicate its approach in Brazil
in the key cities of Argentina by deploying a fiber optic network to have a
significant local access presence for business customers in Buenos Aires,
Cordoba and Rosario. This coverage would be complemented with fixed wireless
technology to expand the reach in these metropolitan areas, as well as to
interconnect up to forty cities within the country using next generation
technology. The new construction also entails the installation of telephone
switching equipment (SS7) capable of providing local, domestic and international
voice switched services.
FirstCom Corporation is rapidly emerging as a premium provider of broadband
integrated Internet/data, voice and video telecommunication services to business
customers in Peru, Chile and Colombia. FirstCom operates state-of-the-art fiber
optic ATM/IP networks in these countries that provide high-speed Internet/data
connectivity which facilitates the delivery of content to the business
community. FirstCom also operates as a competitive long-distance carrier in
Chile and Peru.
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 Securities and Exchange Commission which
readers are urged to read carefully in assessing the forward looking statements
contained herein.
CONTACT: FirstCom Corporation Jose Segrera, Interim CFO 305/448-4422
[email protected] or Strategic Growth International, Inc. Richard
Cooper / Rob Schatz 516/829-7111 [email protected]
Investors and security holders are advised to read the preliminary proxy
statement regarding the transaction referenced in the foregoing information,
when it becomes publicly available, because it will contain important
information. Such proxy statement has been filed with the Securities and
Exchange Commission by FirstCom Corporation and security holders may obtain a
free copy of the proxy statement (when available) and other documents filed by
FirstCom Corporation at the Securities and Exchange Commission's web site at
WWW.SEC.GOV. The proxy statement and such other documents may also be obtained
from FirstCom Corporation by directing such request to FirstCom Corporation, 220
Alhambra Circle, Coral Gables, Florida 33134, Attn: General Counsel,
(305) 448-4422.
