SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
VOYAGER.NET, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies.
(2) Aggregate number of securities to which transaction applies.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction: $[_____________]
(5) Total fee paid: $[_________]
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
Voyager.net, Inc. ("Voyager") may be deemed to be a participant in the
solicitation of proxies in respect of the business combination transaction
contemplated by the Agreement and Plan of Merger, dated as of March 12, 2000, by
and among CoreComm Limited, CoreComm Group Sub I, Inc. and Voyager.
The participants in this solicitation may include the directors of Voyager
(Glenn Friedly (Chairman), Christopher Torto (Vice Chairman), John Hayes,
Christopher Gaffney, Gerald Taylor and Robert Fanch) and the following officers
of Voyager: Osvaldo deFaria (Chief Operating Officer), Christopher Michaels
(Chief Technology Officer), David Shires (Vice President--Business Development)
and Joan Holda (Vice President--Human Resources).
As of the date of this communication, the following officers and directors of
Voyager beneficially owned the following percentages of the common stock of
Voyager: Glenn Friedly (13.8%), Christopher Torto (6.3%), Christopher Gaffney
(44.8%), John Hayes (44.8%), Osvaldo deFaria (1.47%) and Michael Williams
(1.96%). Each of the other directors and officers owns less than 1% of the
common stock of Voyager.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 425
VOYAGER.NET, INC.
(Exact name of Registrant acs specified in its charter)
DELAWARE 000-26661 38-3431501
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
4660 S. HAGADORN ROAD, SUITE 320
EAST LANSING, MI 48823
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(517) 324-8940
Filed by Voyager.net, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No.: 000-26661
Subject Company: Voyager.net, Inc.
Investors and security holders are urged to read the proxy statement/prospectus
regarding the business combination transaction referenced in the following
information, when it becomes available, which will be included in the
Registration Statement on Form S-4 to be filed by CoreComm Limited with the
Securities and Exchange Commission because it will contain important
information. After it is filed with the SEC, investors and security holders may
obtain a free copy of the proxy statement/prospectus on the SEC's website
(www.sec.gov). A proxy statement and prospectus with respect to the proposed
transaction will also be made available for free to Voyager and CoreComm
stockholders by CoreComm and Voyager.
In addition, the identity of the people who, under the SEC rules, may be
considered "participants in the solicitation" of Voyager shareholders in
connection with the proposed business combination, and a description of their
ownership interests in Voyager, is available in an SEC filing under Schedule 14A
made by Voyager on March 31, 2000 and available on the SEC's website
(www.sec.gov.)
THE FOLLOWING PRESS RELEASE WAS DISSEMINATED BY VOYAGER.NET, INC. ON MARCH 13,
2000
For Immediate Release
March 13, 2000 .
CORECOMM LIMITED ACQUIRES VOYAGER.NET, INC.
ENHANCING TELECOMS AND INTERNET SERVICES POSITION
IN MIDWEST REGION
ACCELERATES INTERNET-CENTRIC CAPABILITIES NATIONWIDE
New York, New York (March 13, 2000) - CoreComm Limited (NASDAQ: COMM) and
Voyager.net, Inc. (NASDAQ: VOYN) ("Voyager.net") today announced a definitive
agreement to merge in a stock and cash transaction valued at approximately $540
million. The transaction will immediately benefit CoreComm's Internet-based
telecoms strategy in the Midwest, and significantly increase the company's
overall Internet-centric capabilities as it rolls out its services across the
country.
Under the agreement, Voyager.net shareholders will receive 0.292 shares of
CoreComm common stock and $3 in cash for each share of Voyager.net common stock.
Based on Friday's closing price of CoreComm common stock of $47.875 per share,
the purchase price would be $17 per Voyager.net share. Under the agreement's
collar provisions, the shares of common stock issued will be reduced if the
CoreComm stock price at closing exceeds $57 per share, and increased if the
CoreComm common stock price at closing is below $41 per share. If CoreComm's
stock price at closing is below $33 per share, there would be no further
adjustment to the number of shares of CoreComm common stock issued and
Voyager.net would have the right to terminate the transaction, subject to
CoreComm's right to adjust further the shares issued. As of December 31, 1999,
Voyager.net had total debt of approximately $24 million.
CoreComm delivers integrated local and long distance telephone, Internet and DSL
services to residential and business customers. CoreComm operates a nationwide
ATM Internet backbone network, and is currently installing "Smart Build" local
exchange networks in the Ameritech region. CoreComm will shortly expand to Bell
Atlantic's region through newly constructed facilities in New York and Boston
and through the recently announced acquisition of ATX Telecommunications
Services, Inc., which operates in the Mid-Atlantic states. Voyager.net is the
largest full-service Internet communications company in the Midwest, with more
than 360,000 customers, and is rapidly expanding into DSL delivery of its
services.
In the fourth quarter of 1999, Voyager.net had annualized revenue of
approximately $65 million and annualized EBITDA of approximately $14 million.
Commenting on today's transaction, Barclay Knapp, President and CEO of CoreComm,
stated: "Voyager.net brings us critical mass in the Internet business in terms
of customers, operations, and infrastructure. With a combined total of more than
450,000 customers, we become one of the leaders in the Midwest/Great Lakes
region overnight. Together with our nationwide ATM network and the acceleration
which ATX gives us in our regional access networks, Voyager.net provides the
springboard to take CoreComm's Internet-centric telecom strategy to the national
level. Voyager.net also brings its very strong management team to the equation,
one that is a great cultural and professional fit with our organization."
Chris Torto, President and CEO of Voyager.net added, "Voyager.net could not find
a better partner than CoreComm to help advance our strategy and allow us to take
the company to the next level. CoreComm will help advance the service offerings
to our customers and provide the facilities and backing to complete our DSL
expansion. This transaction will greatly benefit our customers and employees."
The transaction is subject to shareholder approval and other customary closing
conditions, and is expected to close during the summer of 2000. Holders of over
a majority of the voting shares of Voyager.net have entered into an agreement
with CoreComm to vote in favor of the transaction. Goldman, Sachs & Co.
represented CoreComm and Morgan Stanley Dean Witter represented Voyager.net on
the transaction.
CoreComm is an innovative communications company that provides integrated
telephone, Internet, and data services to business and residential customers in
targeted markets throughout the United States. We are exploiting the convergence
of telecommunications and information services through our "Smart Local Exchange
Carrier" or "Smart LEC" network strategy. Our Smart LEC strategy involves the
ownership of switches and related equipment for the provisioning of services,
and the leasing of the unbundled local loop, combined with the provisioning of
an IP-based, national network. This configuration of local and national owned
and leased facilities allows us deliver a wide range of communications services
over a network architecture which we design to be capital efficient and
primarily requires success-based incremental capital. Our goal is to expand our
facilities, geography and services to become a leading switch-based
communications provider in selected major markets across the United States.
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Voyager.net is the largest full-service Internet communications company focused
on the midwestern US, with more than 360,000 subscribers. Voyager.net provides
high-speed data communications services and Internet access to residential and
business customers. Services include broadband Digital Subscriber Line (DSL),
dedicated business connectivity, cable modem access, dial-up Internet access,
Web hosting, electronic commerce, server collocation, and long distance phone
services. The Company operates the largest dial-up Internet network in the
Midwest in terms of geographic coverage, with approximately 200 Voyager.net
owned points of presence in Michigan, Wisconsin, Ohio, Illinois, Indiana, and
Minnesota. Voyager.net has CLEC (Competitive Local Exchange Carrier) status in
Michigan, Ohio, and Wisconsin.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: In addition to the historical information presented, this release also
includes certain forward-looking statements concerning the future development of
the business and the anticipated closing date for the transaction. Such
statements represent the Company's reasonable judgment on the future and are
based on assumptions and factors that could cause actual results to differ
materially. The Company assumes no obligation to update these forward-looking
statements to reflect actual results, changes in assumptions or changes in
factors affecting such statements.
******
For further information contact:
CoreComm Limited:
Michael A. Peterson, Vice President - Corporate Development or
Richard J. Lubasch, Senior Vice President - General Counsel at (212) 906-8485.
Voyager.net, Inc.:
Ozzie deFaria, Chief Operating Officer at (517) 324-8959.
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