SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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The following press release was issued by Broadwing Corporation in connection with the proposed
acquisition of Broadwing by Level 3 Communications, Inc.
Broadwing Corporation to be Acquired by Level 3 Communications, Inc.
AUSTIN, Texas(BUSINESS WIRE)Oct. 17, 2006Broadwing Corp. (NASDAQ:BWNG)
today announced that it has signed a definitive agreement to be acquired by
Level 3 Communications, Inc. (NASDAQ:LVLT). Under the terms of the agreement,
Level 3 will pay $8.18 in cash plus 1.3411 shares of Level 3 common stock for
each share of Broadwing common stock outstanding at closing. Based on
yesterdays $5.32 closing price of Level 3s common stock, each share of
Broadwing stock would receive consideration equivalent to $15.31 per share.
The actual value of the consideration received by Broadwing stockholders at
closing will depend on Level 3s share price at such time.
Bringing together the resources and talents of Broadwing and Level 3 is an
exciting opportunity for our company, allowing us to capitalize on the
strengths of both companies and on advances in technology, said Steve
Courter, CEO of Broadwing Corporation. The combination of our two operations
will create a powerful company in the global telecommunications industry with
strong growth potential.
Closing is subject to customary conditions, including receipt of applicable
state and federal regulatory approvals, and is also subject to the approval
of the stockholders of Broadwing. Closing is expected to occur in the first
quarter of 2007.
Broadwing was advised on the transaction by Thomas Weisel Partners LLC.
Goldman, Sachs & Co. provided a fairness opinion to Broadwing.
Broadwing received legal representation from Greenberg Traurig, LLP.
About Broadwing Corporation
Broadwing Corporation, through its consolidated subsidiary Broadwing
Communications, LLC, delivers innovative data, voice, and media solutions to
enterprises and service providers. Enabled by its one-of-a-kind, all-optical
network and award-winning products and services, Broadwing Communications
provides communications solutions with unparalleled customer focus and speed.
For more information, visit www.broadwing.com.
Broadwing and its logo are trademarks and/or service marks of Broadwing
Communications, LLC, and/or Broadwing Corporation. All trademarks and service
marks not belonging to Broadwing are the property of their respective owners.
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, (i) statements about the benefits
of the acquisition of Broadwing by Level 3, including financial and operating
results, synergy benefits that may be realized from the acquisition; Level
3s and Broadwings plans, objectives, expectations and intentions and other
statements contained in this press release that are not historical facts; and
(ii) other statements identified by words such as expects, anticipates,
intends, plans, believes, seeks, estimates or words of similar
meaning. These forward-looking statements are based upon managements current
beliefs or expectations and are inherently subject to significant business,
economic and competitive uncertainties and contingencies and third-party
approvals, many of which are beyond our control. The following factors, among
others, could cause actual results to differ materially from those described
in the forward-looking statements: (1) whether the stockholders of Broadwing
approve the proposed transaction; (2) the satisfaction of the other
conditions specified in the merger agreement, including without limitation
the receipt of required governmental approvals of the proposed transaction;
(3) the ability to successfully combine the businesses of Level 3 and
Broadwing; (4) the realization of revenue and cost synergy benefits from the
proposed transaction; and (5) operating costs, customer loss and business
disruption following the merger, including adverse effects on relationships
with employees. Other important factors that may affect Level 3s and the
combined business results of operations and financial condition include, but
are not limited to: increasing the volume of traffic on Level 3s network;
developing new products and services that meet customer demands and generate
acceptable margins; successfully completing commercial testing of new
technology and information systems to support new products and services,
including voice transmission services; stabilizing or reducing the rate of
on certain of our communications services; integrating
strategic acquisitions including the acquisition of Broadwing; attracting and
retaining qualified management and other personnel; and the ability to meet
all of the terms and conditions of our debt obligations. Level 3s Annual
Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent
Current Reports on Form 8-K and other Securities and Exchange Commission
filings discuss the foregoing risks as well as other important risk factors
that could contribute to such differences or otherwise affect our business,
results of operations and financial condition. The forward-looking statements
in this release and the related conference call for analysts and investors
speak only as of the date they are made. Level 3 and Broadwing do not
undertake any obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date such forward-looking
statement is made.
This press release shall not constitute an offer of any securities for sale.
The proposed transaction will be submitted to Broadwings stockholders for
their consideration. Level 3 and Broadwing will file a registration
statement, a proxy statement/prospectus and other relevant documents
concerning the proposed transaction with the SEC. Stockholders of Broadwing
are urged to read the registration statement and the proxy
statement/prospectus and any other relevant documents filed with the SEC when
they become available, as well as any amendments or supplements to those
documents, because they will contain important information. Stockholders of
Level 3 can obtain more information about the proposed transaction by
reviewing the Form 8-K to be filed by Level 3 in connection with the
announcement of the transaction, and any other relevant documents filed with
the SEC when they become available. You will be able to obtain a free copy of
the proxy statement/prospectus, as well as other filings containing
information about Level 3 and Broadwing, at the SECs Web site
(http://www.sec.gov). Copies of the proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the proxy
statement/prospectus can be obtained, without charge, by directing a request
to Level 3, Investor Relations, 1025 Eldorado Blvd., Broomfield, CO 80021,
720-888-2500 or to Broadwing, Investor Relations, 1122 Capital of Texas
Highway South Austin, TX 78746-6426, (866) 426-7847.
Level 3, Broadwing and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
stockholders of Broadwing in connection with the proposed transaction.
Information about the directors and executive officers of Level 3 is set
forth in the proxy statement on Schedule 14A, dated April 6, 2006, as
supplemented, for Level 3s 2006 annual meeting of stockholders. Information
about directors and executive officers of Broadwing and their ownership of
Broadwing common stock is set forth in the proxy statement on Schedule 14A,
filed with the SEC on March 24, 2006, for Broadwings 2006 annual meeting of
stockholders. Additional information regarding participants in the proxy
solicitation may be obtained by reading the proxy statement/prospectus
regarding the proposed transaction when it becomes available.
CONTACT: Broadwing Corporation, Austin
Donovan Dillon, Vice President, Marketing, 512-742-3488
Dawn Benchelt, Manager, Investor Relations, 312-895-8507