19th Feb 2014 07:00
VERIZON COMMUNICATIONS INC - Acquisition(s)VERIZON COMMUNICATIONS INC - Acquisition(s)
PR Newswire
London, February 18
Verizon Communications Announces Number of Common Shares Expected to Be Issued to Vodafone Shareholders NEW YORK, Feb. 19, 2014 -- Verizon Communications Inc. (NYSE, Nasdaq: VZ) today announced that itexpects to issue 1,274,764,121 shares of Verizon common stock to shareholders of Vodafone Group Plc inconnection with Verizon's acquisition of Vodafone's indirect 45 percent interest in Verizon Wireless. Verizonexpects to close the transaction and issue the shares on Feb. 21, 2014, subject to customary closing conditionsand approval from the High Court of Justice of England and Wales. Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in New York, is a global leader in deliveringbroadband and other wireless and wireline communications services to consumer, business, government andwholesale customers. Verizon Wireless operates America's most reliable wireless network, with nearly 103 millionretail connections nationwide. Verizon also provides converged communications, information and entertainmentservices over America's most advanced fiber-optic network, and delivers integrated business solutions tocustomers in more than 150 countries. A Dow 30 company with more than $120 billion in 2013 revenues, Verizonemploys 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, mediacontacts and other information are available at Verizon's online News Center at newscenter.verizon.com. Thenews 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 aprospectus or a prospectus equivalent document. Any decision to subscribe for, purchase, otherwise acquire, sellor otherwise dispose of any Verizon Communications Inc. shares must be made only on the basis of theinformation contained in and incorporated by reference into the U.K. prospectus published by Verizon inconnection with the proposed transaction with Vodafone Group Plc. Copies of the U.K. prospectus are availablefrom 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 estimatesand assumptions and are subject to risks and uncertainties. Forward-looking statements include the informationconcerning our possible or assumed future results of operations. Forward-looking statements also include thosepreceded or followed by the words "anticipates," "believes," "estimates," "hopes" or similar expressions. For thosestatements, we claim the protection of the safe harbor for forward-looking statements contained in the PrivateSecurities Litigation Reform Act of 1995. The following important factors, along with those discussed in our filingswith the Securities and Exchange Commission (the "SEC"), could affect future results and could cause thoseresults to differ materially from those expressed in the forward-looking statements: the ability to realize theexpected benefits of our proposed transaction with Vodafone in the timeframe expected or at all; the ability tocomplete the Vodafone transaction in the timeframe expected or at all and the costs that could be required to doso; failure to satisfy any closing conditions to the Vodafone transaction or events giving rise to termination of thetransaction agreement; an adverse change in the ratings afforded our debt securities by nationally accreditedratings organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/oravailability of further financing; significantly increased levels of indebtedness as a result of the Vodafonetransaction; changes in tax laws or treaties, or in their interpretation; adverse conditions in the U.S. andinternational economies; material adverse changes in labor matters, including labor negotiations, and anyresulting financial and/or operational impact; material changes in technology or technology substitution; disruptionof our key suppliers' provisioning of products or services; changes in the regulatory environment in which weoperate, including any increase in restrictions on our ability to operate our networks; breaches of network orinformation technology security, natural disasters, terrorist attacks or acts of war or significant litigation and anyresulting 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 fromchanges in the accounting rules or their application, which could result in an impact on earnings; significantincreases in benefit plan costs or lower investment returns on plan assets; and the inability to implement ourbusiness 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 asolicitation of any vote or approval nor shall there be any offer or sale of securities in any jurisdiction in whichsuch offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws ofany such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting therequirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an exemption from theregistration 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 aprospectus 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 theVerizon shareholders held on January 28, 2014 in connection with the proposed transaction (the "proxystatement"). 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 shareholderson or about December 11, 2013. VODAFONE SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROSPECTUS AND VERIZONSHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT, EACH TOGETHER WITH OTHER RELEVANT DOCUMENTS FILEDOR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATIONABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders can obtain free copies of theprospectus, the proxy statement and other documents filed with the SEC by the parties through the websitemaintained by the SEC at www.sec.gov. In addition, investors and shareholders can obtain free copies of theprospectus, the proxy statement and other documents filed with the SEC by Verizon by contacting Verizon'sAssistant Corporate Secretary, Verizon Communications Inc., 140 West Street, 29th Floor, New York, New York10007. These materials are also available on Verizon's website at www.verizon.com/investor. SOURCE Verizon Communications, Inc.
CONTACT: Bob Varettoni, 908-559-6388, [email protected]
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