TIDMVZC
RNS Number : 7300Y
Verizon Communications
28 January 2014
NEWS RELEASE
FOR IMMEDIATE RELEASE Media contact:
January 28, 2014 Bob Varettoni
908-559-6388
robert.a.varettoni@verizon.com
Verizon Shareholders Approve Issuance of Shares to Acquire
Verizon Wireless
Transaction on Track to Close in February
MORRISTOWN, N.J. - At a special meeting held today, a
substantial majority of shareholders of Verizon Communications Inc.
(NYSE, Nasdaq: VZ) approved the company's issuance of up to 1.28
billion shares of common stock to Vodafone shareholders to complete
the acquisition of Vodafone Group PLC's indirect 45 percent
interest in Verizon Wireless.
Earlier today at a shareholder meeting in London, Vodafone
shareholders also approved matters necessary for the transaction to
close.
Lowell McAdam, Verizon chairman and CEO, said: "Acquiring
Vodafone's stake in Verizon Wireless will provide Verizon with
greater financial flexibility to invest in new technologies and
address evolving customer demands. This is critical because we
believe that, when it comes to wireless growth, we are just getting
started."
At today's special shareholder meeting, Verizon shareholders
also approved an amendment to the company's charter to increase by
2 billion the number of shares of Verizon common stock the company
is authorized to issue. The approval of this charter amendment was
not a condition to the completion of the Verizon Wireless
transaction, but will allow for additional authorized common stock
to support the company's growth and provide flexibility for future
corporate needs.
Under the terms of the stock purchase agreement and as a result
of the shareholder vote, Verizon will not exercise an election to
increase the cash consideration by up to $15 billion.
The acquisition of Vodafone's indirect 45 percent interest in
Verizon Wireless remains subject to approval of the High Court of
Justice of England and Wales and other customary closing
conditions. On Dec. 4, 2013, Verizon received the approvals needed
from the Federal Communications Commission for the acquisition. The
transaction is currently expected to close on or about Feb. 21,
2014.
Vote tallies are considered preliminary until the final results
are tabulated and certified by independent election inspectors. The
final special meeting results will be posted on Verizon's website
at www.verizon.com.
Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in
New York, is a global leader in delivering broadband and other
wireless and wireline communications services to consumer,
business, government and wholesale customers. Verizon Wireless
operates America's most reliable wireless network, with nearly 103
million retail connections nationwide. Verizon also provides
converged communications, information and entertainment services
over America's most advanced fiber-optic network, and delivers
integrated business solutions to customers in more than 150
countries. A Dow 30 company with more than $120 billion in 2013
revenues, Verizon employs a diverse workforce of 176,800. For more
information, visit www.verizon.com.
####
VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive
speeches and biographies, media contacts and other information are
available at Verizon's online News Center at
newscenter.verizon.com. The news releases are available through an
RSS feed. To subscribe, visit
newscenter.verizon.com/corporate/feeds.
Advertisement
This communication is deemed an advertisement for the purposes
of the U.K. prospectus rules and is not a prospectus or a
prospectus equivalent document. Any decision to subscribe for,
purchase, otherwise acquire, sell or otherwise dispose of any
Verizon Communications Inc. shares must be made only on the basis
of the information contained in and incorporated by reference into
the U.K. prospectus published by Verizon in connection with the
proposed transaction with Vodafone Group Plc. Copies of the U.K.
prospectus are available from Verizon's registered offices and on
Verizon's website at
www.verizon.com/investor/shareownersservices.
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 Securities and Exchange
Commission (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 Communications Inc. has filed with the SEC a
registration statement on Form S-4 containing a prospectus with
respect to the Verizon securities to be offered in the proposed
transaction with Vodafone (the "prospectus"). Verizon also filed
with the SEC a proxy statement with respect to the special meeting
of the Verizon shareholders to be held in connection with the
proposed transaction (the "proxy statement"). The registration
statement on Form S-4 was declared effective by the SEC on December
10, 2013. Verizon mailed the 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 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 OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
shareholders can obtain free copies of the 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
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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