PSINET INC.
44983 Knoll Square
Ashburn, Virginia 20147
FOR IMMEDIATE RELEASE
Filed by PSINet Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12(b) and
Rule 14d-2(b) of the Securities Exchange Act of 1934
Commission File No.: 333-34802
Subject Company: Metamor Worldwide, Inc.
Commission File No.: 333-34802
Analyst Contact: Media Contact:
David Lerch Doug Baj
703-726-1245 703-726-1431
[email protected] [email protected]
PSINET ANNOUNCES RESULTS OF WAIVER SOLICITATION
ASHBURN, VA, JUNE 13, 2000 - PSINet Inc. (Nasdaq: PSIX) today announced
that it had obtained the requisite waivers from holders of its 10% Senior Notes
due 2005 and its 11 1/2% Senior Notes due 2008 (collectively, the "Notes"). The
waivers were obtained pursuant to a waiver solicitation which expired at 1:00
p.m., New York City time today.
The company sought waivers of its compliance with the debt incurrence
covenants contained in the indentures governing the Notes to the extent that
such covenants would prohibit it from incurring the $227 million face amount at
maturity of 2.94% Convertible Subordinated Notes of Metamor Worldwide, Inc. upon
completion of the company's proposed acquisition of Metamor. The acquisition is
being voted upon by the shareholders of both PSINet and Metamor at special
meetings to be held by each of the companies on June 15, 2000.
Subject to the terms of the waiver solicitation statement, PSINet will
pay to each record holder whose Notes were properly tendered and accepted in the
solicitation a waiver payment equal to $5.00 for each $1,000 principal amount of
Notes for which a waiver has been accepted. These amounts are payable following
the completion of the acquisition as described in the waiver solicitation
statement relating to the waiver solicitation.
Headquartered in Ashburn, VA, PSINet is an Internet Super Carrier
offering global eCommerce infrastructure and a full suite of retail and
wholesale Internet services through wholly owned PSINet subsidiaries. Services
are provided on PSINet-owned and operated fiber,
-1-
<PAGE>
satellite, Web hosting and switching facilities providing direct access in more
than 900 metropolitan areas in 28 countries on five continents.
# # #
A registration statement containing a joint proxy statement/prospectus
of PSINet Inc. ("PSINet") and Metamor Worldwide, Inc. ("MWI") has been filed
with, and declared effective by, the Commission. YOU ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
COMMISSION. THE PROXY STATEMENT/PROSPECTUS CONTAINS IMPORTANT INFORMATION THAT
YOU SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE MERGER AND RELATED
TRANSACTIONS. You may obtain a free copy of the joint proxy statement/prospectus
and other documents filed by PSINet and MWI with the Commission at the
Commission's web site at www.sec.gov. The proxy statement/prospectus and other
documents filed with the Commission by PSINet may also be obtained free of
charge from PSINet by directing a request to PSINet Inc., 44983 Knoll Square,
Ashburn, Virginia 20147, Attn: Corporate Secretary. In addition, the proxy
statement/prospectus and other documents filed with the Commission by MWI may be
obtained free of charge from MWI by directing a request to Metamor Worldwide,
Inc. at 4400 Post Oak Parkway, Suite 1100, Houston, Texas, 77027.
PSINet and its officers and directors may be deemed to be participants
in the solicitation of proxies from its stockholders with respect to the
transactions contemplated by the merger agreement and may have an interest
either directly or indirectly by virtue of their security holdings or otherwise.
Information regarding such officers and directors is included in PSINet's
Definitive Proxy Statement for its 2000 Annual Meeting of Shareholders filed
with the Commission on April 7, 2000. This document is available free of charge
at the Commission's web site at http://www.sec.gov and from PSINet at the
address set forth above. MWI and its officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of MWI with
respect to the transactions contemplated by the merger agreement and may have an
interest either directly or indirectly by virtue of their security holdings or
otherwise. Information regarding such officers and directors is included in
MWI's Proxy Statement for its 2000 Annual Meeting of Stockholders filed with the
Commission on April 18, 2000. This document is available free of charge at the
Commission's web site at http://www.sec.gov and from the MWI at the address set
forth above.
The preceding communications contain forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. In particular, statements regarding the PSINet/MWI merger
are based on management's current expectations or beliefs and are subject to a
number of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. The following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: inability to obtain or meet
conditions imposed for governmental approvals for the merger; failure of the
PSINet or MWI stockholders to approve the merger; the risk that the PSINet and
MWI businesses will not be integrated successfully; and costs related to the
merger. You should also give careful consideration to cautionary statements made
in PSINet's reports filed with the SEC, especially the section entitled
"Forward-Looking Statements" in the "Business-Risk Factors" section of PSINet's
Form 10-K for the fiscal year ended December 31, 1999, and the section entitled
"Special Note Regarding Forward-Looking Statements" in the joint proxy
statement/prospectus of PSINet and MWI.
-2-
