SAVVIS, Inc. (NASDAQ:SVVSD), a global leader in IT infrastructure services for business applications, today announced the completion of the exchange of its Series A Preferred stock ("Preferred") for approximately 37.4 million shares of the company's common stock, in keeping with the company's announcement of May 10, 2006. Following the exchange, SAVVIS will have approximately 50.5 million shares of common stock outstanding. SAVVIS Chief Executive Officer Phil Koen said, "The exchange of the Preferred is an important event for SAVVIS and our stockholders, eliminating significant common-stock dilution and over $40 million of annual non-cash dividend charges from our income statement. Further, the decision demonstrates recognition of SAVVIS' past accomplishments and confidence in our future prospects by our majority stockholders. This improvement in our capital structure, combined with successful execution against targets for growth and margin improvement, delivers on our commitment to creating value for all of our stockholders." The exchange consideration of 37.4 million shares includes 29.0 million shares accrued through June 30, 2006, and 8.4 million additional shares, representing approximately 55% of the shares Preferred holders were entitled to receive through the redemption date of March 2010. The Preferred accrued non-cash dividends at 11.5% per year and was convertible to common stock at a price of $11.25 per share. If the Preferred were not redeemed in March 2010, the non-cash dividend would have increased to 20%. Total value of the outstanding Preferred as of June 30, 2006, was approximately $326 million, or the equivalent of 29.0 million shares of common stock. Sale of the newly-issued common stock in the open market will be prohibited through November 1, 2006, for holders of approximately 99% of the issued stock, unless approved by the Special Committee of the Board of Directors. Following that, investors may trade the securities in accordance with all applicable securities laws, including insider-trading rules. The investors have demand and piggy-back registration rights, subject to certain restrictions. Welsh, Carson, Anderson & Stowe and certain affiliates will remain SAVVIS' controlling stockholder, with approximately 59% of outstanding shares following the exchange. SAVVIS formed a Special Committee of its Board in October 2005, comprised of the independent Board members and advised by independent outside counsel, to negotiate with the Preferred holders. The Special Committee has approved the exchange offer. In addition, SAVVIS received an independent fairness opinion before finalizing the agreement. Additional information regarding the Preferred and the exchange agreement is available through SAVVIS' information statement filed with the U.S. Securities and Exchange Commission on June 9, 2006, and mailed to all stockholders on that date and through SAVVIS' press release of May 10, 2006. Forward-Looking Statements This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from SAVVIS' expectations. Certain factors that could adversely affect actual results are set forth as risk factors described in SAVVIS' SEC reports and filings, including its annual report on Form 10-K for the year ended December 31, 2005, and all subsequent filings. Those risk factors include, but are not limited to, variability in the availability and terms of financing, uncertainties related to merger and acquisition activity, volatility in securities markets, changes in our operating environment, and changes in regulatory environments. The forward-looking statements contained in this document speak only as of the date of publication, June 30, 2006. Subsequent events and developments may cause the company's forward-looking statements to change, and the company will not undertake efforts to revise those forward-looking statements to reflect events after this date. About SAVVIS SAVVIS, Inc. (NASDAQ:SVVSD) is a global leader in IT infrastructure services for business applications. With an IT services platform spanning North America, Europe, and Asia, SAVVIS has over 5,000 enterprise customers and leads the industry in delivering secure, reliable, and scalable hosting, network, and application services. These solutions enable customers to focus on their core business while SAVVIS ensures the quality of their IT systems and operations. SAVVIS' strategic approach combines virtualization technology, a global network and 25 data centers, and automated management and provisioning systems. For more information about SAVVIS, visit www.savvis.net.
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