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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.: 0-25812
Subject Company: Metamor Worldwide, Inc.
Commission File No.: 0-26970
The following is a slide presentation given to certain analysts by PSINet Inc.
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PSINet [logo]
THE INTERNET SUPER CARRIER
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PSINet: Largest Pure Play Global ISP
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Q4 1999 Run Rate Revenues: $844M
Internet Access e-Commerce Web Hosting and
$426M $184M Managed Applications
$58M
Carrier Services
$176M
Exclusive Focus on IP and e-Commerce Products for Businesses
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PSINet Mission
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Top 3 Provider of IP and e-Commerce Services to Businesses in
Top 20 Global Telecom Markets
Key Strategies
. Expand global presence
. Offer high quality productivity-enhancing IP and e-Commerce products and
solutions for businesses
. Aggressively pursue e-Commerce, web hosting and VPN opportunities
. Deploy global next generation fiber-optic network and data centers
. Leverage global sales distribution channels
. Pursue strategic acquisitions that broaden product and service offerings and
leverages network
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PSINet Today - ISC
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. Markets: Operate in the top 20 global telecom markets
. Distribution: 1,200+ sales and marketing people; over 2,500 VARs
. Brand: One global brand with world class customer service
. Web Hosting: 240,000 sq. feet of global hosting facilities; 1.76M under
construction
. e-Commerce: 20M transactions daily; 12.5M monthly over the internet
. Customers: 91,000 business customers; 1.4M carrier & SOHO/consumer accounts
. Network: 1,000,000+ mile OC12 network; 900 POPs worldwide
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PSINet Global Data Network
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Graphic of a map of the world depicting points along PSINet's global
network and the following companies with which PSINet has strategic alliances in
providing bandwidth and/or from whom PSINet has acquired fiber:
Starcom
Japan - US Cable Network
Broadwing
Atlantic Crossing
Metromedia Fiber Network
Loral Orion
Hermes Europe Railtek
Flag Atlantic - 1
North Pacific Cable
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PSINet Customers
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Fortune 500 New Media & Technology e-Commerce
American Airlines Virgin Donaldson Lufkin & Jenrette
American Express IBM First Data
Xerox Microsoft Merrill Lynch
Mitsubishi barnesandnoble.com EDS
K-Mart E-Trade Goldman Sachs
AT&T china.com Fidelity Investments
Chase Prudential
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Superior Performance and
Customer Satisfaction
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PSINet at Top of Independent ISP Ratings
Overall Rating Value For Price Availability
1. UUnet 1. PSINet 1. UUnet
2. PSINet 2. EarthLink 2. PSINet
3. EarthLink 3. UUnet 3. MCI
4. Sprint 4. Sprint 4. GTE
5. IBM 5. Netcom 5. EarthLink
6. GTE Internetworking 6. AT&T 6. IBM
7. AT&T 7. AOL 7. AT&T
8. C&W 8. IBM 8. Sprint
9. Netcom 9. C&W 9. Netcom
10. CompuServe 10. GTE Internetworking 10. CompuServe
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Complete IP and e-Commerce
Solutions for Businesses
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<TABLE>
<CAPTION>
Internet Acess Advanced e-Commerce Web Hosting
Products
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dedicated Access VISP Point of Sale Services Shared Hosting
Global Dial-up Voice-Over-IP Financial Services Managed Services
Access
DSL and Cable Security Solutions Telecom Services Collocation
Modem Products
Wireless Solutions Video Streaming Gateway Solutions Managed
Applications
VPN
</TABLE>
Increasing Gross Margins and Profitability
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Complete Internet Access
Solutions
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Total Access Revenues: $426M
96% year over year growth
(Q4 99 annualized)
(Information below is presented
in a pie chart)
$310M - Dedicated Access . 23,500 dedicated accounts
$113M - Dial-up Access . 30,000 dial-up accounts
$3M - Other . Full product line offering
- Dedicated
- Dial-up
- DSL
- Wireless
- Cable modem
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Complete Carrier Solutions
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Total Carrier Services Revenues: $176M
127% year over year growth
Graphic appears of logos depicting the following ISP customers (with arrows
leading from each one into a cylinder which reads "PSINet Network Backbone and
Virtual ISP Services"):
EarthLink [logo]
Webtv [logo]
FlashNet [logo]
ACN [logo]
NetZero [logo]
. Low Cost/Reduced Provisioning Cycle
. Global Coverage
. Customer/Network Support
Over 550 ISP Customers Servicing Over 800,000 End-Users
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Complete e-Commerce Solutions
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Total TNS Revenues: $184M
98% year over year growth
(Q499 annualized)
<TABLE>
<CAPTION>
<S> <C>
(Information below is presented . Point-of-Sale Services
in a pie chart) 20 million transactions daily
$124M - Point-of-Sale Services 70% market share in U.S.
$39M - Telecom Services 9 of 10 largest POS transaction processors
$13M - International Bundled Services . Telecom Services
$8M - Financial Services Electronic fraud control and validation
SS7 data base network management
. Financial Services
Extranet/VPNs
Proprietary trading applications
Collocation & Managed application
Hosting
Premium voice services
</TABLE>
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Complete Web Hosting Solutions
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Total Hosting Revenues: $58M
144% year over year growth
(Q499 annualized)
(Information below is presented
in a pie chart)
$38M - Managed Services/Apps/Collocation . 30,700 web hosting accounts
$20M - Shared Hosting . 240,000 square feet of global
hosting facilities today
. 1.76 million additional square
feet of global hosting
facilities over next 10 months
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Global Hosting Center Presence
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Graphic appears with a map of the world with points on the map depicting the
following PSINet hosting centers:
Centers anticipated to
Centers Opened be opened in 2000
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Herndon, VA Seattle, WA
New York, NY Boston, MA
Los Angeles, CA Chicago, IL
San Francisco, CA Houston, TX
Toronto, ON Dallas, TX
London Atlanta, GA
Amsterdam Miami, FL
Tokyo Sao Paolo
Geneva Mexico City
Neuchatel Paris
Sydney Berlin
Frankfurt
Seoul
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World Wide Web Hosting Events
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<TABLE>
<CAPTION>
<S> <C>
MTV Europe (logo) NASA (logo)
chose PSINet for collocation and video streaming PSINet is the official ISP of NASA, providing
for its M2 digital television site hosting and video streaming of NASA Missions
World Cup '98 (picture of soccer player) The Open Championship (logo)
generated site visits from 170 countries,
including a one-day record of 59 million hits
Alliance with H-P and TWI Interactive
provide hosting services for the British Open, the
America's Cup Challenger Series, the Brazilian
National Soccer Team and Spanish soccer power FC
Barcelona.
Baltimore Ravens (logo)
Miami Dolphins (logo)
New Jersey Nets (logo)
US Sports Marketing
helped Baltimore Ravens develop www.ravenszone.net.
PSINet is also the official ISP of both the New Jersey
Nets and the Miami Dolphins.
</TABLE>
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Metomor/Xpedior Transactions:
The Evolution of Managed Services
---------------------------------
PSINet METAMOR Xpedior
. Internet Super . Leading global . Leading e-Business services
Carrier provider of provider
. IP enterprise solutions . Turnkey e-Business and e-
communication . Application Commerce solutions
products and development, . Focus on Global 2000 and
services network integration Internet-centric customers
. Focus on and managed . Over 1,400 employees in 13
middle-market services solutions domestic and 3 international
business customers . Focus on knowledge centers
. Over 4,000 middle-market
employees with business customers
full operations . Over 4,000
in 28 countries employees in over
on 5 continents 80+ domestic and
international offices
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Pro Forma Revenues
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Annualized Q4'99 Revenue
(in million)
PSINet (Pie chart appears here) Metamor - Xpedior
Internet Access $426 59% Metamor $432
41%
Carrier Services 176 Xpedior 163
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Web Hosting 58 Total $595
e-Commerce 184
- -----------------------
Total $844
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First Global Provider of IP
Solutions and Managed Services
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. Unmatched product mix, technical expertise, customer base, infrastructure
and scale
. Ability to provide a range of turnkey enterprise solutions and legacy
system integration to fully outsourced e-Business solutions
. Superior quality solutions - combines hosting and Internet expertise with
application development / systems integration
. Ability to productize vertical applications for delivery in a managed,
hosted environment
. Single service provider -- provides "one-stop" solution for enterprises
looking to become e-enabled
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Strategic Rationale
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. Delivers tremendous worldwide cross-selling and upselling opportunities
. Combines complementary skill sets to fully serve customer requirements
. Leverages PSINet's global hosting and IP-distribution platform to enable
rapid geographic expansion
. Accelerates development of new IP and e-Business products and services
. Speeds entry into high margin ASP and managed services offerings
. Ability to capitalize on migration of legacy ERP systems to Internet hosted
solutions and maintenance of applications in managed environments
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Enormous Market Opportunity
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($ in billions)
Worldwide IT Services Worldwide Internet Worldwide ASP Services
Professional Services
10% CAGR 57% CAGR 97% CAGR
(Bar Graph Appears Here) (Bar Graph Appears Here) (Bar Graph Appears Here)
$317 - 1999 $12.9 - 1999 $0.3 - 1999
$349 - 2000 $21.5 - 2000 $0.6 - 2000
$383 - 2001 $35.2 - 2001 $1.3 - 2001
$421 - 2002 $54.1 - 2002 $2.4 - 2002
$468 - 2003 $78.6 - 2003 $4.5 - 2003
Source: IDC
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End-to-End e-Business
Solutions - A Megatrend
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Enterprise Requirements PSINet Metamor/ Pro
Xpedior Forma
Enterprise/Applications Development X X
Turnkey e-Business Solutions X X
Network Integration/Testing X X
Global Application Delivery/Network X X
Platform
e-Commerce/Transaction Processing X X
Global Hosting/Colocation facilities X X
Managed Services X X X
Single-source Provider X
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Combination Increases Total
Revenue Opportunity
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A Graph Appears with the "Average Revenue Per Customer" along the vertical
edge and "Time" along the horizontal edge, showing that with respect to (1)
Outsourced ASP, (2) Managed Applications, (3) Managed Services (4) Hosting
and (5) Connectivity, the "Average Revenue Per Customer" will increase at a
greater rate after the Metamor merger than it would before the Metamor merger.
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Expected Synergies
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. Cross-selling into PSINet, Metamor and Xpedior customer bases
. Bundling of PSINet access / hosting / e-Commerce services with Metamor and
Xpedior solutions
. Accelerates entry into ASP market
. Expands breadth of e-Commerce offerings
. Accelerates utilization of PSINet's global Web Hosting Centers
Revenue & cost synergies of $500 million
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PSINet: Strong Revenue and
Gross Margin Growth
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<TABLE>
<CAPTION>
Revenue Gross Margin
[A Graph Appears depicting the following [A Graph Appears depicting the following
information] information]
88% CAGR
Domestic International Total
<S> <C> <C> <C> <C> <C>
1996 $ 78 $ 6 $ 84 1996 16.9%
1997 $104 $ 18 $122 1997 22.6%
1998 $156 $104 $260 1998 23.2%
1999 $271 $284 $555 1999 28.5%
</TABLE>
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PSINet Revenues by Market
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($ in millions)
[A Bar Graph Appears here depicting the following information:]
U.S. & Canada Europe Asia Latin America
------------- ------ ---- -------------
1999 $309 $90 $134 $22
1998 $184 $40 $ 36 $ 0
1997 $107 $11 $ 4 $ 0
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Pro Forma Financial Model
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Three Year Target PSINet Metamor Xpedior PSINet
Standalone Standalone Standalone Pro Forma
- -------------------------------------------------------------------------
Revenue Growth 50%+ 25%+ 50%+ 50%+
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Gross Margins 45-50% 40-45% 45-50% 45-50%
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EBITDA 20-25% 15-20% 15-20% 20-25%
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Minimal incremental Capex for Metamor and Xpedior businesses
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Capital Expeditures
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1999 2000-2001
[A pie chart appears here] [A pie chart appears here]
Data Centers $150M Data Centers $800M
Dark Fiber/IRUs $350M Dark Fiber/IRUs $800M
Network/other(1) $200M Network/other(1) $300M
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Total $700M Total $1,900M
(1) Excludes IXC OC48 bandwidth
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A joint prospectus/proxy statement was filed by PSINet Inc. ("PSINet") and
Metamor Worldwide, Inc. ("Metamor") with the Commission on April 14, 2000.
YOU ARE URGED TO READ THE PROSPECTUS/PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE COMMISSION. THE PROSPECTUS/PROXY STATEMENT
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 prospectus/proxy statement and other documents filed by PSINet and
Metamor with the Commission at the Commission's web site at www.sec.gov. The
prospectus/proxy statement 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., 510 Huntmar Park Drive, Herndon, Virginia 20170, Attn: Corporate
Secretary. In addition, the prospectus/proxy statement and other documents filed
with the Commission by Metamor may be obtained free of charge from Metamor 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.
Metamor and its officers and directors may be deemed to be participants in the
solicitation of proxies from stockholders of Metamor 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 Metamor'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 Metamor 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/Metamor
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 Metamor stockholders to approve the merger; the risk that the
PSINet and Metamor 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.
