TIDMVZC
RNS Number : 2206V
Verizon Communications
10 December 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAW OR REGULATIONS OF THAT
JURISDICTION
December 11, 2013
VERIZON COMMUNICATIONS INC.
PUBLICATION OF US PROSPECTUS, UK PROSPECTUS AND PROXY
STATEMENT
On September 2, 2013, Verizon Communications Inc. ("Verizon")
entered into a stock purchase agreement (the "SPA") with Vodafone
Group Plc ("Vodafone") and Vodafone 4 Limited, a wholly owned
subsidiary of Vodafone. Pursuant to the SPA, Verizon has agreed to
acquire Vodafone's U.S. group whose principal asset is its 45%
interest in Cellco Partnership d/b/a Verizon Wireless in exchange
for transaction consideration of approximately $130 billion (the
"Transaction"), including the issuance of up to approximately 1.28
billion new shares of Verizon common stock (the "New Verizon
Shares").
On December 10, 2013, Verizon filed with the SEC a US prospectus
(the "US Prospectus") relating to the proposed issuance of the New
Verizon Shares. On December 10, 2013, Verizon also published a UK
prospectus (the "UK Prospectus") relating to the admission of the
New Verizon Shares to the Official List of the UK Listing Authority
and to trading on the main market for listed securities of the
London Stock Exchange.
On December 10, 2013, Verizon additionally filed with the SEC a
definitive proxy statement (the "Proxy Statement") relating to a
special meeting of its shareholders to be held on 28 January 2013
in order to consider and vote on proposals to:
-- approve the issuance of the New Verizon Shares; and
-- amend Article 4(A) of Verizon's restated certificate of
incorporation to increase Verizon's authorized shares of common
stock by 2 billion shares to an aggregate of 6.25 billion
authorized shares of common stock (further details of which are set
out in the Proxy Statement).
The Proxy Statement and, subject to certain restrictions in
relation to persons resident in, or with a registered address in,
certain overseas jurisdictions, the US Prospectus and UK Prospectus
(the "Documents") are available at
http://www.verizon.com/investor/shareownersservices.htm.
Copies of the Documents have also been submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.hemscott.com/nsm.do. Neither the contents of Verizon's
website, nor the contents of any other website accessible from
hyperlinks on Verizon's website, is incorporated into, or forms
part of, this announcement.
Advertisement
This announcement is deemed to be an advertisement for the
purposes of the UK Prospectus Rules and is not a prospectus or a
prospectus equivalent document. Any decision to subscribe for,
purchase, otherwise acquire, sell, or other dispose of any Verizon
shares of common stock must be made only on the basis of the
information contained in and incorporated by reference into the
Prospectus.
Important Notice
This announcement does not constitute a recommendation
concerning the Transaction. The price and value of shares or other
securities can go down as well as up. Past performance is not a
guide to future performance. Information in this announcement or
any of the Documents relating to the Transaction cannot be relied
upon as a guide to future performance. Potential investors should
consult a professional adviser as to the suitability of the
Transaction for the person concerned.
Forward-Looking Statements
In this communication we have made forward-looking statements.
These statements are based on our estimates and assumptions and are
subject to risks and uncertainties. Forward-looking statements
include the information concerning our possible or assumed future
results of operations. Forward-looking statements also include
those preceded or followed by the words "anticipates," "believes,"
"estimates," "hopes" or similar expressions. For those statements,
we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995. The following important factors, along with those
discussed in our filings with the SEC, could affect future results
and could cause those results to differ materially from those
expressed in the forward-looking statements: the ability to realize
the expected benefits of our proposed transaction with Vodafone in
the timeframe expected or at all; the ability to complete the
Vodafone transaction in the timeframe expected or at all and the
costs that could be required to do so; failure to obtain applicable
regulatory or shareholder approvals in connection with the Vodafone
transaction in a timely manner or at all; failure to satisfy other
closing conditions to the Vodafone transaction or events giving
rise to termination of the transaction agreement; an adverse change
in the ratings afforded our debt securities by nationally
accredited ratings organizations or adverse conditions in the
credit markets affecting the cost, including interest rates, and/or
availability of further financing; significantly increased levels
of indebtedness as a result of the Vodafone transaction; changes in
tax laws or treaties, or in their interpretation; adverse
conditions in the U.S. and international economies; material
adverse changes in labor matters, including labor negotiations, and
any resulting financial and/or operational impact; material changes
in technology or technology substitution; disruption of our key
suppliers' provisioning of products or services; changes in the
regulatory environment in which we operate, including any increase
in restrictions on our ability to operate our networks; breaches of
network or information technology security, natural disasters,
terrorist attacks or acts of war or significant litigation and any
resulting financial impact not covered by insurance; the effects of
competition in the markets in which we operate; changes in
accounting assumptions that regulatory agencies, including the SEC,
may require or that result from changes in the accounting rules or
their application, which could result in an impact on earnings;
significant increases in benefit plan costs or lower investment
returns on plan assets; and the inability to implement our business
strategies.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval nor shall there be any offer or sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or pursuant to an exemption from the registration
requirements thereof.
Additional Information and Where to Find It
Verizon has filed with the SEC (i) a registration statement on
Form S-4 containing the US Prospectus (the "Registration
Statement") and (ii) the Proxy Statement. The Registration
Statement was declared effective by the SEC on December 10, 2013.
Verizon expects to mail the US Prospectus to certain Vodafone
shareholders and the Proxy Statement to Verizon shareholders on or
about December 11, 2013. VODAFONE SHAREHOLDERS ARE URGED TO READ
CAREFULLY THE US PROSPECTUS AND VERIZON SHAREHOLDERS ARE URGED TO
READ CAREFULLY THE PROXY STATEMENT, EACH TOGETHER WITH OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
shareholders can obtain free copies of the US Prospectus, the Proxy
Statement and other documents filed with the SEC by the parties
through the website maintained by the SEC at www.sec.gov. In
addition, investors and shareholders can obtain free copies of the
US Prospectus, the Proxy Statement and other documents filed with
the SEC by Verizon by contacting Verizon's Assistant Corporate
Secretary, Verizon Communications Inc., 140 West Street, 29th
Floor, New York, New York 10007. These materials are also available
on Verizon's website at www.verizon.com/investor.
Participants in the Solicitation
Verizon, Vodafone and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Verizon in respect of the
Transaction. Information regarding the persons who are, under the
rules of the SEC, participants in the solicitation of the
shareholders of Verizon in connection with the Transaction,
including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in the Proxy
Statement. Information regarding Verizon's directors and executive
officers is contained in Verizon's Annual Report on Form 10-K for
the year ended December 31, 2012 and its Proxy Statement on
Schedule 14A, dated March 18, 2013, which are filed with the SEC.
Information regarding Vodafone's directors and executive officers
is contained in Vodafone's Annual Report on Form 20-F for the year
ended March 31, 2013, which is filed with the SEC.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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