Rumor has it that DIGEX was just acquired by Intermedia Communications (a CLEC from Tampa!). Does anyone know anything? Rodney Joffe CTO Genuity Inc.
On Thu, 5 Jun 1997, Rodney Joffe wrote:
Rumor has it that DIGEX was just acquired by Intermedia Communications (a CLEC from Tampa!).
Does anyone know anything?
Maybe this will clear things up. -Declan ******** Date: Thu, 5 Jun 1997 14:51:28 -0400 (EDT) From: Doug Humphrey <doug@ss1.digex.net> You might all ask "what does this mean?" Well, it is pretty straight-forward. ICI is buying Digex as a complete operation, and other than the fact that they have about $400 m in cash sitting around, there won't be a lot of changes here at Digex. We are continuing to operate the company, we aren't moving to Florida, they aren't moving up here, etc. It should be a good deal for us here at Digex. It is our opinion that the Internet world is going to get a bit tougher, with a need for capital, and there are a lot of good fits between us and ICI so we decided to team up. I doubt that there will be much decernable change any time soon. Doug ******** DIGEX Service Update: DIGEX Acquired by ICI - 6/5/97 Dear DIGEX Customer: DIGEX today announced the combination of the firm with Intermedia Communications (ICI) of Tampa, Florida. (See attached Press Release). We want to share with you, our customers, what the implications of this combination of firms will mean for your business. First: There will be no contract or term changes, and all of your services and the rates for same will remain as contained in your present contract. There will be no changes in the products or delivery mechanisms, or telephone numbers, personnel, or e-mail addresses for support of the services that you have acquired from DIGEX. Our service quality excellence will continue as in the past and in fact be enhanced, given the depth of resources (human and financial) that this combination enables. Service quality will continue to be our mantra, for we believe this is a distinguishing characteristic of our Corporation. In fact, you have told us as much, in both surveys, and the vote of confidence you have provided us by fueling our tremendous revenue and customer growth in the industry. Second: In the future we expect to have additional product offerings and enhancements, given the present and planned ICI service offerings and enhancements. We also expect to expand the geographic reach of our network and thus the business markets that we can serve. In fact, we believe this combination will provide for significant POP and market expansion, given the network integration potential that exists from this combination. Let me assure you of one abiding and guiding light for DIGEX that will absolutely NOT change SERVICE QUALITY. That has been a differentiating characteristic for DIGEX and ICI , and we will continue that focus and emphasis. In addition, we will continue our sales and marketing efforts directed towards the business market as in the past. Should you have any specific questions concerning this combination, please visit our web site at <http://www.digex.net - we will post details as they are available for distribution. Sincerely, Clyde A. Heintzelman President, Business Connectivity Unit -Press Release Start- INTERMEDIA COMMUNICATIONS TO ACQUIRE DIGEX INCORPORATED BUSINESS EDITORS TAMPA, Fla.--(BUSINESS WIRE)--June 5, 1997-- COMBINATION EXTENDS INTERMEDIA'S LEADERSHIP POSITION IN FAST-GROWING BUSINESS DATA COMMUNICATIONS MARKET Intermedia Communications (ICIX: Nasdaq/NM) and DIGEX Incorporated (DIGEX) (DIGX: Nasdaq/NM) today announced that they have executed a definitive agreement for the acquisition of DIGEX by Intermedia for $13 per share or approximately $150 million. The acquisition will be consummated through a tender offer for all outstanding DIGEX shares, which will begin next week and will be followed by a cash merger. Management and other DIGEX option holders will receive Intermedia stock options for their DIGEX stock options, in lieu of receiving cash. The acquisition was unanimously approved by the Board of Directors of both companies, and shareholders owning a majority of the outstanding shares of DIGEX have agreed to sell their shares to Intermedia for $13 per share. Intermedia will host a conference call at 9:00 AM EDT to discuss this transaction. To participate in this conference, call (800) 236-9153. A 24-hour replay will be available by calling (800) 633-8284, ID 2832850. DIGEX is among the limited number of national First Tier Internet service providers which positions the company to be a strong participant in the fastest growing sector of the Internet market--business connectivity. It is also a market leader in Web hosting and management and operates the world 7/8s largest Microsoft NT Web site management facility. DIGEX has over 2,000 customers and a staff of 450 people, including approximately 150 in sales and marketing. Monthly annualized revenue was approximately $40 million for March 1997. The combined company would have had annualized monthly revenue of $241 million for the same month, with 37% of that total from enhanced data services. The combined company will have over 18,000 business and government customers, and over 1,500 employees. EXCELLENT STRATEGIC FIT "A fundamental element of Intermedia's mission and a key to its success in acquiring business telecom market share is the continued expansion of our strong leadership position in enhanced data services," commented David C. Ruberg, Intermedia's Chairman, President, and Chief Executive Officer. "This acquisition meets all of our criteria for strategic acquisitions. Intermedia is acquiring an established quality customer base, accelerating its time to market with new services, expanding and increasing network density, and adding high quality employees. With this acquisition, Intermedia becomes a provider with one of the broadest portfolios of high value- added data services integrated with traditional local and long distance voice services. The combined company will have a strong base of Internet connectivity services. These will enable Intermedia to expand delivery of a wide range of hosted business applications including multimedia applications, supporting the needs of electronic commerce." SIGNIFICANT FINANCIAL SYNERGIES "Significant financial and operational synergies will be realized upon integrating the two companies," added Robert M. Manning, Intermedia's Chief Financial Officer. "We expect to realize minimum cost savings of approximately $4 million in the second half of 1997, $12 million in 1998, $14 million in 1999, and increasing savings in subsequent years." Approximately 75% of DIGEX's backbone network overlaps existing or planned Intermedia network routes. Additional savings should result from substantially greater purchasing power for leased backbone circuits, from CLEC interconnection agreements, and from Intermedia's owned local network facilities. Lastly, the most significant benefit should come from combining the sales efforts and cross-selling services to the 18,000 business customers of the combined company. These opportunities were not included in Intermedia's estimate of synergies. Manning reported that Intermedia expects the transaction to close in the third quarter of 1997. The resulting third quarter EBITDA for the combined company is expected to be within the current range of analysts' expectations for Intermedia. "With the synergies we expect, and the continued rapid growth in DIGEX's business, this acquisition should accelerate our progression toward positive free cash flow and adds meaningfully to EBITDA beginning in 1998," he added. "After elimination of the duplicate network facility costs, Intermedia will have acquired a rapidly growing revenue stream with attractive margins that provide significant incremental return on its already invested capital infrastructure," Manning concluded. DIGEX's current network deployment and customer base are concentrated in the large city markets in the eastern U.S., with service also provided in major west coast markets. Over 80% of the cities served are covered today by both Intermedia and DIGEX, increasing the density of Intermedia's already robust network in the eastern U.S. MCCLEARY TO CONTINUE LEADING THE DIGEX ORGANIZATION Chris McCleary, DIGEX's current Chairman, President, and Chief Executive Officer, and his management team will continue to manage the DIGEX operation. "Chris has done an excellent job of building a team and a business," commented Ruberg. "We will maintain the focus he has developed by supporting all of his team's efforts with Intermedia's resources throughout our service territory. "DIGEX's consultative selling approach matches Intermedia's; and the DIGEX customer base and target markets reinforce Intermedia's, allowing us access to more cross-selling opportunities in these markets," added Ruberg. "The skills needed to effectively sell DIGEX's current services provide an excellent foundation for the DIGEX staff to sell Intermedia's full suite of integrated voice and data telecom services." Headquartered in suburban Washington, DC, DIGEX is a leading independent national Internet carrier focusing exclusively on business customers. DIGEX offers a comprehensive range of Internet solutions, including high-speed dedicated business Internet connectivity, corporate Web site management services and private network capacity. The DIGEX Gold Ring(SM) national fault-tolerant fiber optic Internet network, engineered utilizing Cisco Systems (NASDAQ: CSCO) Internet Operating System technology, provides highly reliable service for mission-critical Internet applications. Company news, product, and service information are available at www.digex.net . Intermedia Communications is one of the nation's fastest growing telecommunications companies. Intermedia provides integrated telecommunications solutions to business and government customers. These solutions include voice, data, and video; local and long distance services; and advanced access services in cities throughout the eastern U.S. Its enhanced data offerings, including frame relay, ATM, and Internet services offer seamless end-to-end service virtually anywhere in the world. Intermedia is headquartered in Tampa, Florida, and is traded on the Nasdaq National Market under the symbol ICIX. Intermedia can be found on the World Wide Web at <http://www.icix.net . Bear, Stearns & Co., Inc. acted as exclusive financial advisor to Intermedia Communications for this transaction. Friedman, Billings, Ramsey & Co., Inc. was the financial advisor for DIGEX Incorporated. Statements contained in this news release regarding expected revenues and other planned events are forward-looking statements, subject to uncertainties and risks, including, but not limited to, the demand for Intermedia's products and services, and the ability of the Company to successfully implement its expanded and accelerated capital deployment plan, each of which may be impacted, among other things, by economic, competitive or regulatory conditions. These and other applicable risks are summarized under the caption "Risk Factors" in the Company's Form 10-K Annual Report for its fiscal year ended December 31, 1996. --end--
Declan McCullagh wrote:
On Thu, 5 Jun 1997, Rodney Joffe wrote:
Rumor has it that DIGEX was just acquired by Intermedia Communications (a CLEC from Tampa!).
Does anyone know anything?
Maybe this will clear things up.
-Declan
Thanks Declan, you pretty well summed it up. The aquisition of Digex by Intermedia has those of us @ Intermedia pretty excited. Without trying to parrot the press release, it is a good compliment to our core businesses which are bandwidth (fiber in the ground) frame relay (5th largest FR carrier in the US) and Internet access (we've been doing that for 3.5 years...) Some may recognize Intermedia as the folks who bought EMI Communications last year. As the Digex letter stated, don't expect any big changes. Same quality of service. The synergies are very good, we expect great things from the arrangement, and we welcome Digex to Intermedia. There are a handfull of Intermedia folks wandering about NANOG (we are based in Tampa, so we took the opportunity to send a bunch of our operations folks as well as the lone marketing weasel [me]). I'm sure you'll see them on Friday, and probably hear from them in the future. Thanks again, we now return you to the normal technical discussions...(what does it say about this sort of thing in the NANOG AUP? :-}) Bob Bownes Sr. Product Manager, Internet Services Intermedia Communications
********
Date: Thu, 5 Jun 1997 14:51:28 -0400 (EDT) From: Doug Humphrey <doug@ss1.digex.net>
You might all ask "what does this mean?" Well, it is pretty straight-forward. ICI is buying Digex as a complete operation, and other than the fact that they have about $400 m in cash sitting around, there won't be a lot of changes here at Digex. We are continuing to operate the company, we aren't moving to Florida, they aren't moving up here, etc.
It should be a good deal for us here at Digex. It is our opinion that the Internet world is going to get a bit tougher, with a need for capital, and there are a lot of good fits between us and ICI so we decided to team up.
I doubt that there will be much decernable change any time soon.
Doug
********
DIGEX Service Update: DIGEX Acquired by ICI - 6/5/97
Dear DIGEX Customer:
DIGEX today announced the combination of the firm with Intermedia Communications (ICI) of Tampa, Florida. (See attached Press Release).
We want to share with you, our customers, what the implications of this combination of firms will mean for your business.
First: There will be no contract or term changes, and all of your services and the rates for same will remain as contained in your present contract. There will be no changes in the products or delivery mechanisms, or telephone numbers, personnel, or e-mail addresses for support of the services that you have acquired from DIGEX. Our service quality excellence will continue as in the past and in fact be enhanced, given the depth of resources (human and financial) that this combination enables. Service quality will continue to be our mantra, for we believe this is a distinguishing characteristic of our Corporation. In fact, you have told us as much, in both surveys, and the vote of confidence you have provided us by fueling our tremendous revenue and customer growth in the industry.
Second: In the future we expect to have additional product offerings and enhancements, given the present and planned ICI service offerings and enhancements. We also expect to expand the geographic reach of our network and thus the business markets that we can serve. In fact, we believe this combination will provide for significant POP and market expansion, given the network integration potential that exists from this combination.
Let me assure you of one abiding and guiding light for DIGEX that will absolutely NOT change SERVICE QUALITY. That has been a differentiating characteristic for DIGEX and ICI , and we will continue that focus and emphasis. In addition, we will continue our sales and marketing efforts directed towards the business market as in the past.
Should you have any specific questions concerning this combination, please visit our web site at <http://www.digex.net - we will post details as they are available for distribution.
<press release clipped>
On Thu, Jun 05, 1997 at 04:10:10PM -0700, Rodney Joffe wrote:
Rumor has it that DIGEX was just acquired by Intermedia Communications (a CLEC from Tampa!).
Does anyone know anything?
Rodney Joffe CTO Genuity Inc.
Its true - go check out the newswires. -- -- Karl Denninger (karl@MCS.Net)| MCSNet - The Finest Internet Connectivity http://www.mcs.net/~karl | T1's from $600 monthly to FULL DS-3 Service | 99 Analog numbers, 77 ISDN, http://www.mcs.net/ Voice: [+1 312 803-MCS1 x219]| NOW Serving 56kbps DIGITAL on our analog lines! Fax: [+1 312 803-4929] | 2 FULL DS-3 Internet links; 400Mbps B/W Internal
Yep. got 'em for $150 million. As J.D. said... remind me to own an ISP someday. On Thu, 5 Jun 1997, Karl Denninger wrote:
On Thu, Jun 05, 1997 at 04:10:10PM -0700, Rodney Joffe wrote:
Rumor has it that DIGEX was just acquired by Intermedia Communications (a CLEC from Tampa!).
Does anyone know anything?
Rodney Joffe CTO Genuity Inc.
Its true - go check out the newswires.
-- -- Karl Denninger (karl@MCS.Net)| MCSNet - The Finest Internet Connectivity http://www.mcs.net/~karl | T1's from $600 monthly to FULL DS-3 Service | 99 Analog numbers, 77 ISDN, http://www.mcs.net/ Voice: [+1 312 803-MCS1 x219]| NOW Serving 56kbps DIGITAL on our analog lines! Fax: [+1 312 803-4929] | 2 FULL DS-3 Internet links; 400Mbps B/W Internal
participants (7)
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bmanning@ISI.EDU
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Bob Bownes
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Declan McCullagh
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Karl Denninger
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Marty
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operator
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Rodney Joffe