Zayo Group, LLC Completes Acquisition of FiberNet Telecom Group, Inc.
09 September 2009 - 11:09PM
PR Newswire (US)
NEW YORK, Sept. 9 /PRNewswire-FirstCall/ -- FiberNet Telecom Group,
Inc. ("FiberNet") (formerly Nasdaq: FTGX) today announced that Zayo
Group, LLC ("Zayo Group") has completed its acquisition of FiberNet
in a merger transaction valued at approximately $90.7 million.
FiberNet stockholders approved the transaction at a special
stockholder meeting held on September 9, 2009, and the merger was
effective as of the filing of the Certificate of Merger with the
Delaware Secretary of State's office on September 9, 2009. FiberNet
stockholders will receive $11.45 in cash for each share of FiberNet
stock that they owned immediately prior to the merger. Zayo
acquired 100% of the outstanding FiberNet shares and consequently
FiberNet's stock will no longer be traded on the Nasdaq Stock
Market. BNY Mellon Shareowner Services, the paying agent for this
transaction, will mail letters of transmittal to all FiberNet
stockholders of record immediately following the merger with
instructions on how to deliver their stock certificates to the
paying agent in exchange for the payment of the merger
consideration. Stockholders should not surrender their stock
certificates until they have completed the letter of transmittal.
Stockholders who held their shares in "street name" through a bank
or broker should contact their bank or broker to determine what
actions they must take to receive the merger consideration. The
merger results in Zayo owning 100% of the common stock of FiberNet.
Consequently, FiberNet has notified the NASDAQ Stock Market of
Zayo's completion of its acquisition of FiberNet, and requested
that FiberNet's shares of common stock be voluntarily delisted, and
trading be halted on its shares of common stock. NASDAQ has
informed FiberNet that with effect from the close of business on
September 9, 2009, FiberNet's common stock will be suspended from
listing on the NASDAQ Stock Market and that the Form 25 in respect
of FiberNet, providing notification of removal from listing and
registration under Section 12(b) of the Securities Exchange Act of
1934 (the "Exchange Act"), will be filed immediately thereafter. In
addition, FiberNet expects to file Form 15 today with the
Securities and Exchange Commission, pursuant to which its reporting
duties under Section 15(d) of the Exchange Act will be suspended.
About FiberNet Celebrating its 10th anniversary, FiberNet owns and
operates integrated colocation facilities and diverse transport
routes in the gateway markets of New York/New Jersey, Los Angeles,
Chicago and Miami, designed to provide comprehensive broadband
interconnectivity enabling the exchange of traffic over multiple
networks. FiberNet's customized connectivity infrastructure
provides an advanced, high bandwidth, fiber-optic solution to
support the demand for network capacity and to facilitate the
interconnection of multiple carriers' and customers' networks. For
additional information about FiberNet, visit FiberNet's website at
http://www.ftgx.com/. About Zayo Group Based in Louisville, Colo.,
Zayo Group (http://www.zayo.com/) is a regional provider of telecom
services - including bandwidth, voice and managed services - to
carrier, enterprise, SME and government customers. Zayo Group
currently provides its service over a fiber network that spans 129
markets in 23 states. Zayo Group consists of three complementary
business units: Zayo Bandwidth, Zayo Managed Services and Onvoy
Voice Services. Cautionary Statement Regarding Forward-Looking
Statements Certain statements contained in this press release about
our expectation of future events or results constitute
forward-looking statements for purposes of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995.
You can identify forward-looking statements by terminology such as,
"may," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continue," or the negative
of these terms or other comparable terminology. These statements
are not historical facts, but instead represent only our beliefs
regarding future events, many of which, by their nature, are
inherently uncertain and outside of our control. It is possible
that our actual results and financial condition may differ,
possibly materially, from our anticipated results and financial
condition indicated in these forward-looking statements. In
addition, certain factors could affect the outcome of the matters
described in this press release. These factors include, but are not
limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement, (2) the outcome of any legal proceedings that may be
instituted against us or others following the announcement of the
Merger Agreement, (3) the inability to complete the Merger due to
the failure to satisfy other conditions, (4) risks that the
proposed transaction disrupts current plans and operations, and (5)
the costs, fees and expenses related to the transaction. Additional
information regarding risk factors and uncertainties affecting the
Company is detailed from time to time in the Company's filings with
the SEC, including, but not limited to, the Company's most recent
Annual Report on Form 10-K and Quarterly Report on Form 10-Q,
available for viewing on the Company's website at
http://www.ftgx.com/. You are urged to consider these factors
carefully in evaluating the forward-looking statements herein and
are cautioned not to place undue reliance on such forward-looking
statements, which are qualified in their entirety by this
cautionary statement. The forward-looking statements made herein
speak only as of the date of this press release and we undertake no
obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances. DATASOURCE: FiberNet
Telecom Group, Inc. CONTACT: Norma Isela Salcido, FiberNet,
+1-212-405-6210, Web Site: http://www.ftgx.com/
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