Filed by PSINet Inc.
Pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 14a-12(b) and
Rule 14d-2(b) of the Securities Exchange Act of 1934
Commission File No.: 0-25812
Subject Company: Metamor Worldwide, Inc.
Commission File No.: 0-26970
On March 22, 2000, William L. Schrader, Chairman of the Board of Directors
and Chief Executive Officer of PSINet Inc. sent the following letter to PSINet
employees via electronic mail:
Good day everyone,
On March 22, 2000, PSINet Inc. and Metamor Worldwide, Inc. jointly issued
the following two press releases. There are several statements at the front and
back of this press release which are now required by SEC rules.
Bill
* * * * *
On March 22, 2000, PSINet Inc. and Metamor Worldwide, Inc. jointly issued
the following press release:
PSINet will host a press briefing by telephone March 22, at 11:00 a.m. U.S. EST.
Those interested in participating should call 1-800-553-0272 no later than 10:55
a.m.
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For PSINet: For Metamor Worldwide
Media Contact: Analyst Contact: Analyst contact: Media Contact:
Reid Walker David Lerch Kyle Leak Catherine Watson
(703) 375-1103 (703) 375-1245 (713) 548-3400 (713) 548-3400
rwalker@psi.com lerchd@psi.com kleak@metamorww.com watson@metamorww.com
PSINet TO ACQUIRE METAMOR WORLDWIDE
Combination Creates First Fully Integrated
Global IP Communications Services Company
Herndon, Va. and Houston, Texas, March 22, 2000 - PSINet Inc. (Nasdaq: PSIX),
the Internet Super Carrier, today announced that it has entered into a
definitive agreement whereby it will acquire Metamor Worldwide, Inc. (Nasdaq:
MMWW), a leading provider of information technology (IT) solutions. Metamor,
headquartered in Houston, Texas, had 1999 revenues of $577 million and EBITDA of
$63 million, and has more than 70 offices, with over 4,500 employees. Once
integrated, the move will create a global business focused Internet company
equipped to provide turn-key outsourced solutions ranging from web design to
managed hosting and applications outsourcing.
The combination also gives PSINet a controlling interest in Metamor's publicly
traded e-Business solutions subsidiary - Xpedior Incorporated (Nasdaq: XPDR).
Xpedior provides comprehensive e-Business solutions to global companies,
government, and emerging digital businesses. The company helps its clients
develop new e-Business capabilities, then delivers reliable, end-to-end
solutions needed to bring them rapidly to market. Headquartered in Chicago,
Xpedior has approximately 1,300 employees.
(more)
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The purchase of Metamor is expected to be immediately accretive to PSINet's
EBITDA. The transaction, structured as a tax-free reorganization, has a $1.9
billion purchase price consisting of approximately 39.9 million shares of PSINet
common stock. Each share of Metamor will be exchanged for .9 shares of PSINet
common stock. The transaction was structured without a collar on the PSINet
shares issued to Metamor stockholders.
"eCommerce is an important component of our Internet Super Carrier strategy,"
said William L. Schrader, PSINet chairman and CEO. "We purchased Transaction
Network Services last year to broaden our offerings and services in that area.
The acquisition of Metamor Worldwide furthers our plans to move into the
applications outsourcing arena and enables us to offer our customers
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everything they need to do business on the Web. Metamor's services provide an
excellent complement to our global hosting capabilities and they bring us a
talented and formidable team of consulting professionals that can help with new
and existing clients worldwide."
Peter T. Dameris, chairman, president and CEO of Metamor, said, "Joining forces
with PSINet significantly broadens Metamor's ability to deliver value to our
clients. With the added strength of PSINet's infrastructure and hosting
capabilities, Metamor expands our eBusiness, application development and
software package service offerings to truly deliver end-to-end solutions. In
addition, PSINet will provide increased career development opportunities to our
employees."
Metamor has clients ranging from Fortune 1000 to middle market businesses, and
offers IT services including eBusiness solutions, package software
implementation and integration, custom application development and application
outsourcing, including hosting and network integration. The company has four
primary business units:
. Enterprise Solutions provides a comprehensive range of enterprise services
including eBusiness solutions, enterprise value chain, packaged software
solutions, operations outsourcing, customer relationship management, supply
chain management, business process transformation, change management, and
training and educational services using SAP, PeopleSoft, Oracle and Baan.
. European Solutions provides IT consulting and packaged solutions services,
including systems design, document and information management, and
scientific, technical and industrial design, with operations in France,
Germany, Switzerland and the United Kingdom.
. Global Solutions provides 24-hour, onsite and offsite systems maintenance,
application development including eBusiness solutions, systems integration,
reverse and re-engineering, and repeatable code generation services. Its
technology centers, located in the U.S. and India, connect to each other and
customers via a high-speed digital network.
(more)
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. Industry Solutions provides value-added technology applications, eBusiness
solutions, process improvement and unique business solutions to customers in
specific industry segments, with expertise in telecommunications, financial
services, government, and the broader commercial and industrial marketplace.
Completion of the transaction is subject to a number of conditions, including
receipt of PSINet and Metamor shareholder approval and certain regulatory
approvals. The transaction is expected to be completed by mid 2000.
Headquartered in Herndon, VA, PSINet is an Internet Super Carrier offering
global eCommerce infrastructure and a full suite of retail and wholesale
Internet services through wholly-owned PSINet subsidiaries. Services are
provided on PSINet-owned and operated fiber, satellite, Web hosting and
switching facilities providing direct access in more than 800 metropolitan areas
in 27
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countries on five continents. PSINet information can be obtained by e-mail at
info@psi.com, by accessing the Web site at www.psinet.com or by calling in the
U.S., 800-799-0676.
# # #
A proxy statement/prospectus will be filed by PSINet Inc. ("PSINet") and Metamor
Worldwide, Inc. ("MWI") with the Commission as soon as practicable. YOU ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO
BE FILED WITH THE COMMISSION. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN
IMPORTANT INFORMATION THAT YOU SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE MERGER AND RELATED TRANSACTIONS. You may obtain a free copy of
the proxy statement/prospectus (when available) and other documents filed by
PSINet and MWI with the Commission at the Commission's web site at www.sec.gov.
The proxy statement/prospectus and other documents filed with the Commission by
PSINet may also be obtained free of charge from PSINet by directing a request to
PSINet Inc., 510 Huntmar Park Drive, Herndon, Virginia 20170, Attn: Corporate
Secretary. In addition, the proxy statement/prospectus and other documents
filed with the Commission by MWI may be obtained free of charge from MWI by
directing a request to Metamor Worldwide, Inc. at 4400 Post Oak Parkway, Suite
1100, Houston, Texas, 77027.
PSINet and its officers and directors may be deemed to be participants in the
solicitation of proxies from its stockholders with respect to the transactions
contemplated by the merger agreement and may have an interest either directly or
indirectly by virtue of their security holdings or otherwise. Information
regarding such officers and directors is included in PSINet's Definitive Proxy
Statement for its 1999 Special Meeting of Shareholders filed with the Commission
on August 31, 1999. This document is available free of charge at the
Commission's web site at http://www.sec.gov and from PSINet at the address set
forth above. MWI and its officers and directors may be deemed to be participants
in the solicitation of proxies from stockholders of MWI with respect to the
transactions contemplated by the merger agreement and may have an interest
either directly or indirectly by virtue of their security holdings or otherwise.
Information regarding such officers and directors is included in MWI's Proxy
Statement for its 1999 Annual Meeting of Stockholders filed with the Commission
on April 16, 1999. This document is available free of charge at the
Commission's web site at http://www.sec.gov and from the MWI at the address set
forth above.
The preceding communications contain forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. In particular, statements regarding the PSINet/MWI merger
are based on management's current expectations or beliefs and are subject to a
number of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. The
following factors, among others, could cause actual results to differ materially
from those described in the forward-looking statements: inability to obtain or
meet conditions imposed for governmental approvals for the merger; failure of
the PSINet or MWI stockholders to approve the merger; the risk that the PSINet
and MWI businesses will not be integrated successfully; and costs related to the
merger. You should also give careful consideration to cautionary statements made
in PSINet's reports filed with the SEC, especially the section entitled
"Forward-Looking
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Statements" in the "Business-Risk Factors" section of PSINet's Form 10-K for the
fiscal year ended December 31, 1999.
* * * * *
On March 22, 2000, PSINet Inc. and Metamor Worldwide, Inc. jointly issued the
following press release:
Contact: Dean Dranias
Xpedior
312-251-3280
dean.dranias@xpedior.com
Bill Keegan
Ketchum
312-228-6885
bill.keegan@ketchum.com
Reid Walker
PSINet
703-375-1103
rwalker@psi.com
Xpedior and PSINet Announce Strategic Relationship
and $50 Million Investment
Chicago, IL March 22, 2000 Xpedior (TM) (Nasdaq: XPDR), a leading provider of
eBusiness solutions and PSINet (Nasdaq: PSIX), the leading Internet Super
Carrier announce a global business alliance and strategic investment.
Under the terms of the agreement, PSINet plans to invest $50 million in Xpedior
in convertible preferred stock that will have an initial conversion rate of
$37.50 per share. The investment is expected to be completed in connection with
the closing of PSINet's acquisition of Metamor Worldwide, Inc. (Nasdaq: MMWW),
which holds an interest in Xpedior. The company plans to use the proceeds to
accelerate its organic growth and to make strategic acquisitions.
"We believe this investment coupled with the strategic relationship should
significantly enhance our growth plans in 2000 and beyond," said David Campbell,
President and CEO of Xpedior. "The relationship highlights the global focus of
both companies to deliver the industry's leading eBusiness applications to
corporate and government customers. Xpedior expertise in developing and
deploying integrated, custom applications, coupled with PSINet's global presence
and network should prove to be an unbeatable alliance."
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"Our investment in Xpedior is a key strategic relationship," said William L.
Schrader, Chairman and CEO of PSINet. "By working in partnership with Xpedior,
we can fully leverage our planned 24 global hosting centers and 2 million square
feet of global hosting space by the end of the year. PSINet is continuing to set
the standard for 21st century telecommunications in the business-to-business
sector worldwide."
SAFE HARBOR
Statements in this press release regarding forward looking statements that state
Xpedior's, Metamor Worldwide's and PSINet's or their respective management's
intentions, hopes, beliefs, expectations, or predictions of the future, or that
discuss any other contingent future events, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1996. In
particular, such statements include those regarding the potential benefits of
their business models, current and proposed service offerings, and key
performance metrics.
Xpedior's, Metamor Worldwide's and PSINet's actual results could differ
materially from those projected in such forward-looking statements because of
changes in business strategies, integration programs, rapid changes in the
market, and failure to achieve the anticipated benefits of PSINet's investment
in Xpedior, and changes in the scope of Xpedior's client engagements.
For additional information and risk factors including factors that could cause
actual results to differ materially from those in forward-looking statements, we
ask you refer to the recent documents filed by Xpedior, Metamor Worldwide and
PSINet with the Securities and Exchange Commission.
About PSINet
Headquartered in Herndon, Va., PSINet is an Internet Super Carrier offering
global e-commerce infrastructure and a full suite of retail and wholesale
Internet services through wholly-owned PSINet subsidiaries. Services are
provided on PSINet-owned and operated fiber, satellite, Web hosting and
switching facilities providing direct access in more than 800 metropolitan areas
in 27 countries on five continents. PSINet information can be obtained by e-mail
at info@psinet.com, or by accessing their Web site at http:\\www.psinet.com or
by calling 800-799-0676 in the U.S.
About Metamor Worldwide
For further information regarding Metamor Worldwide, Inc. free of charge via
fax, dial 1-800-PRO-INFO and enter "MMWW".
About Xpedior
Xpedior(Nasdaq: XPDR) an independent public company, provides innovative,
comprehensive eBusiness solutions for Global 2000 companies, government, and
emerging digital businesses. Xpedior helps its clients imagine new eBusiness
capabilities, then delivers the reliable, scalable end-to-end solutions needed
to bring them rapidly to market. Headquartered in Chicago, Xpedior has
approximately 1,300 employees located in 15 offices in the United States, the
United Kingdom, Canada, and Australia. Visit Xpedior at www.xpedior.com or call
1-877-XPEDIOR.
# # #
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A proxy statement/prospectus will be filed by PSINet Inc. ("PSINet") and Metamor
Worldwide, Inc. ("MWI") with the Commission as soon as practicable. YOU ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO
BE FILED WITH THE COMMISSION. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN
IMPORTANT INFORMATION THAT YOU SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE MERGER AND RELATED TRANSACTIONS. You may obtain a free copy of the
proxy statement/prospectus (when available) and other documents filed by PSINet
and MWI with the Commission at the Commission's web site at www.sec.gov. The
proxy statement/prospectus and other documents filed with the Commission by
PSINet may also be obtained free of charge from PSINet by directing a request to
PSINet Inc., 510 Huntmar Park Drive, Herndon, Virginia 20170, Attn: Corporate
Secretary. In addition, the proxy statement/prospectus and other documents filed
with the Commission by MWI may be obtained free of charge from MWI by directing
a request to Metamor Worldwide, Inc., 4400 Post Oak Parkway, Suite 1100,
Houston, Texas, 77027.
PSINet and its officers and directors may be deemed to be participants in the
solicitation of proxies from its stockholders with respect to the transactions
contemplated by the merger agreement and may have an interest either directly or
indirectly by virtue of their security holdings or otherwise. Information
regarding such officers and directors is included in PSINet's Definitive Proxy
Statement for its 1999 Special Meeting of Shareholders filed with the Commission
on August 31, 1999. This document is available free of charge at the
Commission's web site at http://www.sec.gov and from PSINet at the address set
forth above. MWI and its officers and directors may be deemed to be participants
in the solicitation of proxies from stockholders of MWI with respect to the
transactions contemplated by the merger agreement and may have an interest
either directly or indirectly by virtue of their security holdings or otherwise.
Information regarding such officers and directors is included in MWI's Proxy
Statement for its 1999 Annual Meeting of Stockholders filed with the Commission
on April16, 1999. This document is available free of charge at the Commission's
web site at http://www.sec.gov and from the MWI at the address set forth above.
The preceding communications contain forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. In particular, statements regarding the PSINet/MWI merger
are based on management's current expectations or beliefs and are subject to a
number of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. The following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: inability to obtain or meet
conditions imposed for governmental approvals for the merger; failure of the
PSINet or MWI stockholders to approve the merger; the risk that the PSINet and
MWI businesses will not be integrated successfully; and costs related to the
merger.
You should also give careful consideration to cautionary statements made in
PSINet's reports filed with the SEC, especially the section entitled "Forward-
Looking Statements" in the "Business-Risk Factors" section of PSINet's Form 10-K
for the fiscal year ended December 31, 1999.
# # #