Dex One Corporation (NYSE: DEXO) and SuperMedia Inc. (NASDAQ:
SPMD) announced today each company will hold a special stockholder
meeting on March 13, 2013 to vote on the proposed merger of the
companies as announced in August 2012. Both companies are mailing a
joint proxy statement/prospectus to their respective stockholders
this week. Newdex, Inc., a wholly owned subsidiary of Dex One, also
filed a registration statement with the Securities and Exchange
Commission that provides details of the proposed merger.
The companies expect to complete the transaction in the first
half of 2013.
Dex One will hold its stockholder meeting on March 13, at 1 p.m.
Eastern, at Dex One’s corporate headquarters located at 1001
Winstead Dr., Cary, NC 27513. SuperMedia will hold its stockholder
meeting on March 13, at 12 p.m. Central, at SuperMedia’s corporate
headquarters located at 2200 West Airfield Dr., D/FW Airport, TX
75261.
Each company’s stockholders of record as of January 25, 2013 are
entitled to vote at their respective meeting. The boards of
directors of both companies have unanimously recommended approval
of the merger.
To date, a significant majority of senior lenders for both
companies support the transaction. In the event the companies do
not obtain unanimous support from their remaining lenders, either
or both companies may seek to complete the merger by means of a
pre-packaged bankruptcy.
By merging, the two companies expect to accelerate the
transformation of the newly combined business and:
- Improve Positioning for Growth
- National scale and scope – more than
3,100 marketing consultants across the U.S.
- Greater market share – supporting more
than 670,000 businesses
- Improve Quality and Productivity
- Offering a complete suite of social,
mobile and local marketing solutions
- Capture marketing consultant expertise
and best practices from the two companies
- Engage the best technology systems and
platforms, operating processes, tools and client care
techniques
- Strengthen the Combined Company’s
Balance Sheet
- Expense synergies
- Efficient use of tax assets
- Enhance cash flow
- Extend runway for payment of senior
debt
ABOUT DEX ONE CORPORATION
Dex One Corporation (NYSE: DEXO) is a leading marketing
solutions provider helping local businesses and their customers
connect wherever and whenever they choose to search. Building on
its heritage of delivering print-based solutions, the company
provides integrated products and services to help its clients
establish their digital presence and generate leads. Dex One's
locally based marketing experts offer a broad network of local
marketing solutions including online, mobile and print search
solutions, such as DexKnows.com. For more information, visit
www.DexOne.com.
ABOUT SUPERMEDIA
SuperMedia Inc. (NASDAQ: SPMD) and its marketing
consultants in local communities help small- and medium-sized
businesses grow using marketing solutions across print, online,
mobile and social media. SuperMedia solutions include:
the award-winning Superpages shopping guide mobile site and apps,
SocialEze® social marketing solution and SuperGuarantee®
program; search engine marketing, directories published
for Verizon®, FairPoint® and Frontier®, Superpages.com®, website,
video, search engine optimization and reputation
monitoring; print and digital display advertising, direct
mail solutions and EveryCarListed.com® to shop for new and
used vehicles. For more information,
visit www.supermedia.com.
Important Information For Investors and Security
Holders
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. The proposed merger transaction between
SuperMedia Inc. (“SuperMedia”) and Dex One Corporation (“Dex”) will
be submitted to the respective stockholders of SuperMedia and Dex.
In connection with the proposed transaction, Newdex, Inc., a
subsidiary of Dex (“Newdex”), has filed with the Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4
that includes a joint proxy statement/prospectus to be used by
SuperMedia and Dex to solicit the required approval of their
stockholders and that also constitutes a prospectus of Newdex.
INVESTORS AND SECURITY HOLDERS OF SUPERMEDIA AND DEX ARE ADVISED TO
CAREFULLY READ THE REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS) AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE
TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A
definitive joint proxy statement/prospectus will be sent to
security holders of SuperMedia and Dex seeking their approval of
the proposed transaction. Investors and security holders may obtain
a free copy of the joint proxy statement/prospectus and other
relevant documents filed by SuperMedia and Dex with the SEC from
the SEC’s website at www.sec.gov. Copies of the documents filed by
SuperMedia with the SEC are available free of charge on
SuperMedia’s website at www.supermedia.com under the tab
“Investors” or by contacting SuperMedia’s Investor Relations
Department at (877) 343-3272. Copies of the documents filed by Dex
with the SEC are available free of charge on Dex’s website at
www.dexone.com under the tab “Investors” or by contacting Dex’s
Investor Relations Department at (800) 497-6329.
SuperMedia and Dex and their respective directors, executive
officers and certain other members of management may be deemed to
be participants in the solicitation of proxies from their
respective security holders with respect to the transaction.
Information about these persons is set forth in the joint proxy
statement prospectus and Dex’s proxy statement relating to its 2012
Annual Meeting of Stockholders, as filed with the SEC on March 22,
2012, and subsequent statements of changes in beneficial ownership
on file with the SEC. These documents can be obtained free of
charge from the sources described above. Security holders and
investors may obtain additional information regarding the interests
of such persons, which may be different than those of the
respective companies’ security holders generally, by reading the
joint proxy statement/prospectus and other relevant documents
regarding the transaction (when available), which will be filed
with the SEC.
Forward-Looking Statements
Certain statements contained in this document are
"forward-looking statements" subject to the safe harbor created by
the Private Securities Litigation Reform Act of 1995, including but
not limited to, statements about the benefits of the proposed
transaction and combined company, including future financial and
operating results and synergies, plans, objectives, expectations
and intentions and other statements relating to the proposed
transaction and the combined company that are not historical facts.
Where possible, the words "believe," "expect," "anticipate,"
"intend," "should," "will," "would," "planned," "estimated,"
"potential," "goal," "outlook," "may," "predicts," "could," or the
negative of such terms, or other comparable expressions, as they
relate to Dex, SuperMedia, the combined company or their respective
management, have been used to identify such forward-looking
statements. All forward-looking statements reflect only Dex’s and
SuperMedia’s current beliefs and assumptions with respect to future
business plans, prospects, decisions and results, and are based on
information currently available to Dex and SuperMedia. Accordingly,
the statements are subject to significant risks, uncertainties and
contingencies, which could cause Dex’s, SuperMedia’s or the
combined company’s actual operating results, performance or
business plans or prospects to differ materially from those
expressed in, or implied by, these statements.
Factors that could cause actual results to differ materially
from current expectations include risks and other factors described
in Dex’s and SuperMedia’s publicly available reports filed with the
SEC, which contain discussions of various factors that may affect
the business or financial results of Dex, SuperMedia or the
combined company. Such risks and other factors, which in some
instances are beyond either company’s control, include: the
continuing decline in the use of print directories; increased
competition, particularly from existing and emerging digital
technologies; ongoing weak economic conditions and continued
decline in advertising sales; the companies’ ability to collect
trade receivables from customers to whom they extend credit; the
companies’ ability to generate sufficient cash to service their
debt; the companies’ ability to comply with the financial covenants
contained in their debt agreements and the potential impact to
operations and liquidity as a result of restrictive covenants in
such debt agreements; the companies’ ability to refinance or
restructure their debt on reasonable terms and conditions as might
be necessary from time to time; increasing interest rates; changes
in the companies’ and the companies’ subsidiaries credit ratings;
changes in accounting standards; regulatory changes and judicial
rulings impacting the companies’ businesses; adverse results from
litigation, governmental investigations or tax related proceedings
or audits; the effect of labor strikes, lock-outs and negotiations;
successful realization of the expected benefits of acquisitions,
divestitures and joint ventures; the companies’ ability to maintain
agreements with major Internet search and local media companies;
the companies’ reliance on third-party vendors for various
services; and other events beyond their control that may result in
unexpected adverse operating results.
With respect to the proposed merger, important factors could
cause actual results to differ materially from those indicated by
forward-looking statements included herein, including, but not
limited to, the ability of Dex and SuperMedia to consummate the
transaction on the terms set forth in the merger agreement; the
risk that anticipated cost savings, growth opportunities and other
financial and operating benefits as a result of the transaction may
not be realized or may take longer to realize than expected; the
risk that benefits from the transaction may be significantly offset
by costs incurred in integrating the companies; potential adverse
impacts or delay in completing the transaction as a result of
obtaining consents from lenders to Dex or SuperMedia; failure to
receive the approval of the stockholders of either Dex or
SuperMedia for the transaction; and difficulties in connection with
the process of integrating Dex and SuperMedia, including:
coordinating geographically separate organizations; integrating
business cultures, which could prove to be incompatible;
difficulties and costs of integrating information technology
systems; and the potential difficulty in retaining key officers and
personnel. These risks, as well as other risks associated with the
merger, are more fully discussed in the proxy statement/prospectus
included in the registration statement on Form S-4 that Newdex has
filed with the SEC in connection with the proposed transaction.
None of Dex, SuperMedia or the combined company is responsible
for updating the information contained in this document beyond the
publication date, or for changes made to this document by wire
services or Internet service providers.
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