Dex One Corporation (DEXO)

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Dex One Corporation (“Dex One”) and SuperMedia Inc. (“SuperMedia”) have entered into a merger agreement providing for the combination of Dex One and SuperMedia through a series of mergers with and into a new company to be called Dex Media, Inc. (“Dex Media”).


http://ir.dexone.com/secfiling.cfm?FilingID=1193125-13-11994



If the transaction is completed, whether out of court or through Chapter 11 cases, (a) Dex One stockholders will receive 0.2 shares of Dex Media’s common stock for each share of Dex One common stock that they own, which reflects a 1-for-5 reverse stock split of Dex One common stock, and (b) SuperMedia stockholders will receive 0.4386 shares of Dex Media’s common stock for each share of SuperMedia common stock that they own. We anticipate that Dex One stockholders will hold approximately 60% and SuperMedia stockholders will hold approximately 40% of Dex Media’s common stock issued and outstanding immediately after the completion of the transaction. Dex Media intends to apply to list its common stock on either the New York Stock Exchange (“NYSE”) or the NASDAQ Stock Exchange Global Select Market (“NASDAQ”) under the symbol “DXM,” subject to official notice of issuance.
Dex One’s and SuperMedia’s boards of directors believe that combining the two companies will produce a company that is better positioned to enhance stockholder value than either Dex One or SuperMedia is individually. Dex One’s and SuperMedia’s boards of directors believe that the combined company will establish itself as a national provider of social, local and mobile marketing solutions with increased revenue opportunities. The combined company will also be positioned to achieve economies of scale with reduced costs and enhanced cash flow and liquidity.
Completion of the transaction out of court requires, among other things, the separate approvals of both Dex One stockholders and SuperMedia stockholders, and the consent and execution of the required financing amendments (the “financing amendments”) by the Dex One and SuperMedia senior secured creditors holding 100% of each of Dex One’s and SuperMedia’s senior secured debt, respectively (“unanimous lender approval”). To obtain the required stockholder approvals, Dex One will solicit votes on the transaction from its stockholders in advance of, and will hold a special meeting of Dex One stockholders on, [ ], 2013. At the same time, SuperMedia will solicit votes on the transaction from its stockholders in advance of, and will hold a special meeting of SuperMedia stockholders on, [ ], 2013. Dex One and SuperMedia plan to solicit the requisite approvals from their respective senior secured creditors concurrently with this solicitation of their respective stockholders.
Additionally, if Dex One is unable to obtain unanimous lender approval or majority stockholder approval outside of court, Dex One may file a Chapter 11 case to consummate the transaction, and if SuperMedia is unable to obtain unanimous lender approval or majority stockholder approval outside of court, SuperMedia may file a Chapter 11 case to consummate the transaction. Concurrently with the above described solicitations, Dex One and SuperMedia will each solicit acceptances from their respective senior secured creditors and stockholders for their respective plans of reorganization that would effect the transaction, including the financing amendments (the “Dex One prepackaged plan” in the case of Dex One and the “SuperMedia prepackaged plan”
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in the case of SuperMedia, and, together, the “prepackaged plans”) in cases under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Neither Dex One nor SuperMedia has at this time taken any action approving a bankruptcy filing, and, if the transaction is consummated outside of court, neither Dex One nor SuperMedia will commence Chapter 11 cases to consummate the prepackaged plans.
Dex One’s and SuperMedia’s boards of directors unanimously recommend that you vote “FOR” the proposals to approve and adopt the merger agreement and the transactions it contemplates and vote to “ACCEPT” the prepackaged plans to enable Dex One and SuperMedia to consummate the transaction through Chapter 11 cases, if necessary.
Your vote is very important. For purposes of voting on the merger agreement and the transactions it contemplates and the applicable prepackaged plan, you will receive a combined proxy and ballot (the “proxy and ballot”) to separately vote on each proposal. Whether or not you plan to attend the special meeting of Dex One stockholders or SuperMedia stockholders, as applicable, please submit your proxy and ballot to vote your shares to (a) approve the merger agreement and the transactions it contemplates as soon as possible to make sure your shares are represented at the applicable special meeting and (b) to accept the Dex One prepackaged plan or the SuperMedia prepackaged plan, as applicable. Your proxy and ballot must be received as set forth herein no later than 1:30 p.m. Eastern Time on [ ], 2013 to be counted.
Voting your shares to approve the merger agreement and the transactions it contemplates does not, by itself, constitute voting your shares to accept the Dex One prepackaged plan or the SuperMedia prepackaged plan, as applicable, and voting your shares to accept the Dex One prepackaged plan or the SuperMedia prepackaged plan, as applicable, does not, by itself, constitute voting your shares to approve the merger agreement and the transactions it contemplates. For your convenience, the proxy and ballot have been combined into a single document.
Information about the special meetings of stockholders, the solicitation of stockholder approvals, the merger agreement and the transactions it contemplates, the prepackaged plans and the other business to be considered by Dex One stockholders and SuperMedia stockholders prior to voting is contained in this document. Your failure to vote on the proposal to adopt the merger agreement and the transactions it contemplates will have the same effect as voting against that proposal. Your failure to vote to accept the Dex One prepackaged plan or the SuperMedia prepackaged plan, as applicable, will have the effect of voting neither for nor against that proposal.
The obligations of Dex One and SuperMedia to complete the transaction are subject to the satisfaction or waiver of conditions set forth in the merger agreement and, if applicable, the prepackaged plans. More information about Dex One, SuperMedia, Dex Media, the transaction and the prepackaged plans is contained in this document. Dex One, SuperMedia and Dex Media encourage you to read this entire document carefully, including the section entitled “ Risk Factors ” beginning on page 41.
We look forward to the successful combination of Dex One and SuperMedia.

Sincerely, Sincerely,
Alfred T. Mockett Peter J. McDonald
Chief Executive Officer and President President and Chief Executive Officer
Dex One Corporation SuperMedia Inc.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued under this document or determined that this document is accurate or complete. Any representation to the contrary is a criminal offense.