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Wednesday, August 27, 2003 9:14:10 AM
Omni DIGX news
CI Commences Tender Offer for Class A Common Stock of Digex, Incorporated
/FROM PR NEWSWIRE NEW YORK 800-776-8090/
TO BUSINESS AND TECHNOLOGY EDITORS:
MCI Commences Tender Offer for Class A Common Stock of Digex, Incorporated
ASHBURN, Va., and LAUREL, Md., Aug. 27 /PRNewswire-FirstCall/ -- MCI
(WCOEQ, MCWEQ) and Digex, Incorporated (OTC Bulletin Board: DIGX) today
announced that MCI has commenced a tender offer to purchase all of the
outstanding shares of Class A Common Stock of Digex not already owned by MCI
and its subsidiaries for $0.80 per share net to the seller in cash.
In addition to other conditions, MCI's purchase pursuant to the offer is
effectively conditioned upon approximately 74.3 percent of the outstanding
shares of Class A Common Stock not owned by MCI and its subsidiaries being
tendered. If this, and the other conditions to the offer, is satisfied, MCI
would then acquire all of the remaining outstanding shares of Class A Common
Stock not owned by MCI and its subsidiaries through a "short-form" merger.
The transactions have been approved by MCI's Board of Directors. Further, a
special committee of Digex's Board of Directors, comprised of directors
independent of MCI, has reviewed the offer and is recommending that it be
accepted by Digex's unaffiliated holders of shares of Class A Common Stock.
The offer is not subject to any financing condition. MCI obtained the
authorization and approval for the offer from the U.S. Bankruptcy Court for
the Southern District of New York in which its chapter 11 proceedings are
pending.
The offer and withdrawal rights are scheduled to expire at midnight,
eastern daylight time, on Wednesday, September 24, 2003.
The complete terms and conditions of the offer are set forth in an Offer
to Purchase, a letter of transmittal and other related materials which are
being filed with the Securities and Exchange Commission (SEC) and distributed
to Digex stockholders. Digex will file a solicitation/recommendation
statement relating to the offer with the SEC and the position expressed in
such statement is being distributed to Digex stockholders in the tender offer
documents. Digex stockholders and other interested parties are urged to read
the Offer to Purchase and related materials, and the
solicitation/recommendation statement, because they will contain important
information. Investors will be able to receive such documents free of charge
at the SEC's web site, www.sec.gov, or by contacting Georgeson Shareholder
Communications Inc., the Information Agent for the transaction, at
(212) 440-9800 (for banks and brokers) and for all others call toll free at
(866) 295-8105. This press release is not an offer to purchase, a
solicitation of an offer to purchase or an offer to sell securities. Such an
offer or solicitation is only made pursuant to the Offer to Purchase filed
with the SEC.
ABOUT WORLDCOM, INC.
WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business under the
MCI brand name, is a leading global communications provider, delivering
innovative, cost-effective, advanced communications connectivity to
businesses, governments and consumers. With the industry's most expansive
global IP backbone, based on company-owned POPs, and wholly-owned data
networks, WorldCom develops the converged communications products and services
that are the foundation for commerce and communications in today's market. For
more information, go to http://www.mci.com .
ABOUT DIGEX
Digex is a leading provider of enterprise hosting services. Digex
customers, from Fortune 1000 companies to leading Internet-based businesses,
leverage Digex's trusted infrastructure and advanced services to successfully
deploy business-critical and mission-critical Web sites, enterprise
applications and Web Services on the Internet. Additional information on Digex
is available at www.digex.com.
CI Commences Tender Offer for Class A Common Stock of Digex, Incorporated
/FROM PR NEWSWIRE NEW YORK 800-776-8090/
TO BUSINESS AND TECHNOLOGY EDITORS:
MCI Commences Tender Offer for Class A Common Stock of Digex, Incorporated
ASHBURN, Va., and LAUREL, Md., Aug. 27 /PRNewswire-FirstCall/ -- MCI
(WCOEQ, MCWEQ) and Digex, Incorporated (OTC Bulletin Board: DIGX) today
announced that MCI has commenced a tender offer to purchase all of the
outstanding shares of Class A Common Stock of Digex not already owned by MCI
and its subsidiaries for $0.80 per share net to the seller in cash.
In addition to other conditions, MCI's purchase pursuant to the offer is
effectively conditioned upon approximately 74.3 percent of the outstanding
shares of Class A Common Stock not owned by MCI and its subsidiaries being
tendered. If this, and the other conditions to the offer, is satisfied, MCI
would then acquire all of the remaining outstanding shares of Class A Common
Stock not owned by MCI and its subsidiaries through a "short-form" merger.
The transactions have been approved by MCI's Board of Directors. Further, a
special committee of Digex's Board of Directors, comprised of directors
independent of MCI, has reviewed the offer and is recommending that it be
accepted by Digex's unaffiliated holders of shares of Class A Common Stock.
The offer is not subject to any financing condition. MCI obtained the
authorization and approval for the offer from the U.S. Bankruptcy Court for
the Southern District of New York in which its chapter 11 proceedings are
pending.
The offer and withdrawal rights are scheduled to expire at midnight,
eastern daylight time, on Wednesday, September 24, 2003.
The complete terms and conditions of the offer are set forth in an Offer
to Purchase, a letter of transmittal and other related materials which are
being filed with the Securities and Exchange Commission (SEC) and distributed
to Digex stockholders. Digex will file a solicitation/recommendation
statement relating to the offer with the SEC and the position expressed in
such statement is being distributed to Digex stockholders in the tender offer
documents. Digex stockholders and other interested parties are urged to read
the Offer to Purchase and related materials, and the
solicitation/recommendation statement, because they will contain important
information. Investors will be able to receive such documents free of charge
at the SEC's web site, www.sec.gov, or by contacting Georgeson Shareholder
Communications Inc., the Information Agent for the transaction, at
(212) 440-9800 (for banks and brokers) and for all others call toll free at
(866) 295-8105. This press release is not an offer to purchase, a
solicitation of an offer to purchase or an offer to sell securities. Such an
offer or solicitation is only made pursuant to the Offer to Purchase filed
with the SEC.
ABOUT WORLDCOM, INC.
WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business under the
MCI brand name, is a leading global communications provider, delivering
innovative, cost-effective, advanced communications connectivity to
businesses, governments and consumers. With the industry's most expansive
global IP backbone, based on company-owned POPs, and wholly-owned data
networks, WorldCom develops the converged communications products and services
that are the foundation for commerce and communications in today's market. For
more information, go to http://www.mci.com .
ABOUT DIGEX
Digex is a leading provider of enterprise hosting services. Digex
customers, from Fortune 1000 companies to leading Internet-based businesses,
leverage Digex's trusted infrastructure and advanced services to successfully
deploy business-critical and mission-critical Web sites, enterprise
applications and Web Services on the Internet. Additional information on Digex
is available at www.digex.com.
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