Filing under Rule 425 under
the Securities Act of 1933
Filing by: Metromedia Fiber Network, Inc.
Subject Company: SiteSmith, Inc.
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UNLEASHING THE OPTICAL
REVOLUTION-TM-
SITESMITH ACQUISITION SUMMARY
- - Approximate cost - $1.36 billion
- - All stock transaction subject to collar
- - Limited incremental capital expenditures
- - Expected to close by end of the year
METROMEDIA FIBER NETWORK
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Is the leading provider of fiber optic
infrastructure that delivers fixed cost
networks and high performance
Internet connectivity.
MFN STRATEGY
- - Continue to expand MFN's dark fiber business within the metropolitan areas
- - Leverage our fiber optic infrastructure with high-bandwidth business
models
- - Create optical Internet infrastructure that meets today's growing network
needs
LEVERAGING OF ASSETS
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LEVERAGING OF ASSETS
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OPTICAL INFRASTRUCTURE
- - 67 city network buildout - 3.6 million fiber miles
- - "Supertrunks" with 864 strands - multiple conduits
- - Private fiber networks - unmetered, fixed-cost pricing
- - Inter-continental network connecting the US to Europe and Asia
IP SOLUTIONS
- - Highly scalable, reliable and predictable connectivity
- - Over 1 million sq. ft. of fault tolerant data centers for web server
co-location
- - Rapid deployment of ISX facilities over the MFN backbone
- - Charges based on bandwidth usage
MANAGED SERVICES
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Designs and manages complex Internet
solutions from network infrastructure to
Internet applications.
SITESMITH'S COMPREHENSIVE OFFERING
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MARKET DYNAMICS
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MANAGING COMPLEXITY
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CASE STUDY
PROBLEM
Confronting significant growth, multiple
vendors, no disaster recovery plan
SITESMITH SOLUTION
Single vendor to replicate and manage
infrastructure without any business
interruption
CASE STUDY
PROBLEM
Fortune 500 company going from
mainframe to Internet applications
SITESMITH SOLUTION
Design and manage Internet business platform
for this company
OVERVIEW OF SITESMITH
- - 169 customers
- - 400 plus employees
- - 8 offices worldwide
- - Experienced management team
SEASONED MANAGEMENT TEAM
MARK SPAGNOLO CEO - UUNET
Executive Officer - EDS
TREB RYAN VP, Professional Services -
GlobalCenter
DAVID WINN SVP - IBM - Global Services, EMEA
COMPELLING BUSINESS MOMENTUM
Q1 00 Q2 00 Q3 00
Customers 55 115 169
Recurring revenue $5.8 $13.4 $24.7
run rate ($M)
BUSINESS MODEL
- - MONTHLY RECURRING REVENUE
- - ADDITIONAL FEES FOR PREMIUM SERVICES
- - ANNUAL SELF-RENEWING CONTRACTS
METROMEDIA
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SITESMITH
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GLOBAL INFRASTRUCTURE
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CUSTOMERS
CARRIERS ENTERPRISE INTERNET
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TARGETED CUSTOMERS
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CARRIERS ENTERPRISE INTERNET-CENTRIC
Long-term contracts Intergrated Solutions High-bandwidth revenue
Predictable Revenue Long-term contract Co-location
Large contract value High repeat business
Transit Revenue
TRANSACTION RATIONALE
- - The leading company offerring an end-to-end optical Internet infrastructure
solution
- - Further leverages existing infrastructure and customer base
- - Complementary service offerings, resources and skills
- - Strong revenue growth
CUSTOMERS CHOOSE MFN -
BECAUSE THEY CAN:
- - Connect their premises through unlimited bandwidth within the city
- - Connect directly to the Internet through dark fiber
- - Utilize highly scalable and reliable IP bandwidth through MFN's metered
solution
- - OUTSOURCE THEIR ENTIRE INTERNET INFRASTRUCTURE TO A SINGLE VENDOR
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UNLEASHING THE OPTICAL
REVOLUTION-TM-
FILINGS WITH THE SEC
Metromedia Fiber plans to file a Registration Statement on Form S- 4 with the
SEC in connection with the transaction. The Form S- 4 will contain a prospectus,
an information and other documents. The Form S- 4 will contain important
information about Metromedia Fiber, SiteSmith, the transaction and related
matters. Investors and stockholders should read it carefully, together with
the other documents filed with the SEC in connection with the transaction
before they make any decision with respect to the exchange of their SiteSmith
shares or the exercise of their appraisal right. A copy of the merger agreement
will be filed by Metromedia Fiber as an exhibit to its Form 8- K. The Form S- 4,
the Form 8- K and all other documents filed with the SEC in connection with the
transaction will be available when filed free of charge at the SEC's web site at
www.sec.gov. In addition, the Form S- 4, the Form 8- K and all other documents
filed with the SEC in connection with the transaction will be made available to
investors free of charge by calling or writing to:
Metromedia Fiber Network, Inc.
Corporate Communications
360 Hamilton Avenue
White Plains, New York 10601
Tel: 212-606-4389
SiteSmith, Inc.
Investor Relations
3283 Scott Blvd.,
Santa Clara, California 95054
Tel: 408-987-6400
In addition to the Form S- 4, and the other documents filed with the SEC in
connection with the transaction, Metromedia Fiber is obligated to file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You may read and copy any reports, statements and other
information filed with the SEC at the SEC's public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549 or at the other public reference
rooms in New York, New York and Chicago, Illinois. Please call the SEC at
1- 800- SEC- 0330 for further information on public reference rooms. Filings
with the SEC also are available to the public from commercial document-
retrieval services and at the web site maintained by the SEC at
http//www.sec.gov.
FORWARD- LOOKING STATEMENTS
This release contains statements that constitute forward looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward looking statements are statements other than historical information or
statements of current condition. These statements appear in a number of places
in this release and include statements concerning the parties' intent, belief or
current expectations regarding future events, including: the transaction; the
inability of the parties to integrate their operations; fluctuations in the
value of Metromedia Fiber shares; general economic and business conditions, the
existence or absence of adverse publicity; changes in, or failure to comply
with, government regulations; changes in marketing and technology; changes in
political, social and economic conditions; competition in the telecommunications
industry; industry capacity; general risks of the telecommunications industries;
success of acquisitions and operating initiatives; changes in business strategy
or development plans; management of growth; availability, terms and deployment
of capital; construction schedules; costs and other effects of legal and
administrative proceedings; dependence on senior management; business abilities
and judgment of personnel; availability of qualified personnel; and labor and
employee benefit costs. Forward looking statements are not guarantees of future
performance and involve risks and uncertainties, and actual results may differ
materially from those in the forward looking statements as a result of various
factors. Although management of the parties believe that their expectations
reflected in the forward looking statements are reasonable based on information
currently available to them, they cannot assure you that the expectations will
prove to have been correct. Accordingly, you should not place undue reliance on
these forward looking statements. In any event, these statements speak only as
of the date of this release. Metromedia Fiber undertakes no obligation to revise
or update any of them to reflect events or circumstances after the date of this
release, or to reflect new information or the occurrence of unanticipated
events. Readers are referred to Metromedia Fiber's other filings with the US SEC
for a discussion of these and other important risk factors concerning Metromedia
Fiber and its operations. This press release does not constitute an offer to
sell or a solicitation of an offer to purchase any securities.