Exhibit (a)(1)(H)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of Common Stock (as defined below) or shares of Preferred
Stock (as defined below). The Offer (as defined below) is made solely by the
Offer to Purchase, dated May 17, 2000, and the related Letter of Transmittal
(and any amendments or supplements thereto), and is being made to all holders
of Shares (as defined below). Purchaser (as defined below) is not aware of any
state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of the Shares pursuant thereto, Purchaser will make a good faith
effort to comply with such statute or seek to have such statute declared
inapplicable to the Offer. If, after such good faith effort, Purchaser cannot
comply with such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) holders of Shares in such state. In
any jurisdiction where the securities, "blue sky" or other laws require the
Offer to be made by a licensed broker or dealer, the Offer will be deemed to
be made on behalf of Purchaser by Deutsche Bank Securities Inc. or Merrill
Lynch, Pierce, Fenner & Smith Incorporated (the "Dealer Managers"), or one or
more registered brokers or dealers licensed under the laws of such
jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
at $60.00 per share
and
All Outstanding Shares of Series A 6.75% Convertible Preferred Stock
at $62.136 per share
of
Verio Inc.
by
Chaser Acquisition, Inc.
an indirect wholly owned subsidiary of
NTT Communications Corporation
a wholly owned subsidiary of
Nippon Telegraph and Telephone Corporation
Chaser Acquisition, Inc., a Delaware corporation ("Purchaser") and an
indirect wholly owned subsidiary of NTT Communications Corporation, a limited
liability joint stock company incorporated under the laws of Japan ("NTT
Communications") and a wholly owned subsidiary of Nippon Telegraph and
Telephone Corporation, a limited liability joint stock company incorporated
under the laws of Japan ("NTT"), hereby offers to purchase all of the
outstanding shares of common stock, par value $.001 per share ("Common
Stock"), of Verio Inc., a Delaware corporation (the "Company") (other than
shares of Common Stock already owned by NTT Communications and its
subsidiaries), at a purchase price of $60.00 per share, net to the seller in
cash, without interest, and all of the outstanding shares of Series A 6.75%
Convertible Preferred Stock, par value $.001 per share ("Preferred Stock" and
together with the Common Stock, the "Shares"), of the Company at a purchase
price of $62.136 per share, plus, if the purchase of shares of Preferred Stock
pursuant to the Offer occurs after July 31,
2000, all accumulated and unpaid dividends on such share of Preferred Stock
from August 1, 2000 to and including the expiration date of the Offer, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 17, 2000 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, JUNE 14, 2000, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer such number of
shares of Common Stock that, together with the shares of Common Stock then
owned by NTT and its subsidiaries, would constitute at least a majority of the
shares of Common Stock that in the aggregate are outstanding determined on a
fully diluted basis (assuming the exercise of all options to purchase shares
of Common Stock, and the conversion or exchange of all securities convertible
or exchangeable into shares of Common Stock, outstanding at the expiration
date of the Offer) (the "Minimum Condition"), (ii) any waiting period under
the HSR Act (as defined in the Offer to Purchase) applicable to the purchase
of Shares pursuant to the Offer having expired or having been terminated prior
to the expiration of the Offer (the "HSR Condition"), (iii) the period of time
for any applicable review process by CFIUS (as defined in the Offer to
Purchase) under the Exon-Florio Amendment (as defined in the Offer to
Purchase) having expired and CFIUS not having taken any action or made any
recommendation to the President of the United States to block or prevent the
consummation of the Offer or the Merger (as defined below) (the "Exon-Florio
Condition") and (iv) the satisfaction of certain other terms and conditions.
The Offer is being made pursuant to an Agreement and Plan of Merger dated
as of May 7, 2000 (the "Merger Agreement") among NTT Communications, Purchaser
and the Company. The Merger Agreement provides that following satisfaction or
waiver of the conditions set forth in the Merger Agreement and in accordance
with relevant provisions of the General Corporation Law of the State of
Delaware, as amended (the "DGCL"), Purchaser will be merged with and into the
Company (the "Merger"). At the effective time of the Merger (the "Effective
Time"), each share of Common Stock issued and outstanding immediately prior to
the Effective Time (other than shares of Common Stock owned by the Company,
any wholly owned subsidiary of the Company, NTT Communications or any wholly
owned subsidiary of NTT Communications, or by stockholders, if any, who are
entitled to and properly exercise dissenter's rights under the DGCL) will be
converted into the right to receive $60.00 in cash, without interest, or any
higher price that is paid for the shares of Common Stock in the Offer, and
each share of Preferred Stock issued and outstanding immediately prior to the
Effective Time (other than shares of Preferred Stock owned by the Company, any
wholly owned subsidiary of the Company, NTT Communications or any wholly owned
subsidiary of NTT Communications, or by stockholders, if any, who are entitled
to and properly exercise dissenter's rights under the DGCL) will be cancelled
and converted into the right to receive $62.136, plus, if the Effective Time
is after July 31, 2000, all accumulated and unpaid dividends on such share of
Preferred Stock to the Effective Time, in cash, without interest, or any
higher price that is paid for the shares of Preferred Stock in the Offer.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MERGER AGREEMENT AND
APPROVED THE OFFER AND THE MERGER, HAS DETERMINED THAT THE TERMS OF THE OFFER
AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S
STOCKHOLDERS, AND RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER
AND TENDER ALL THEIR SHARES PURSUANT TO THE OFFER.
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For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn, if
and when Purchaser gives oral or written notice to Norwest Bank Minnesota,
N.A. (the "Depositary") of Purchaser's acceptance of such Shares for payment.
In all cases, payment for Shares purchased pursuant to the Offer will be made
by deposit of the purchase price with the Depositary, which shall act as agent
for tendering stockholders for the purpose of receiving payment from Purchaser
and transmitting payment to the tendering stockholders. Payment for Shares
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary (i) of certificates for such Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii)
a properly completed and duly executed Letter of Transmittal (or manually
signed facsimile thereof), with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase) and (iii) any other documents required by the Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion (subject to
the terms and conditions of the Merger Agreement), at any time and from time
to time, to extend the period of time during which the Offer is open for any
reason, including the failure of any of the conditions specified in Section 13
of the Offer to Purchase to be satisfied, and thereby delay acceptance for
payment of and payment for any Shares. The term "Expiration Date" shall mean
12:00 Midnight, New York City time, on Wednesday, June 14, 2000 unless
Purchaser shall have extended the period of time for which the Offer is open,
in which event the term "Expiration Date" shall mean the latest time and date
at which the Offer, as so extended by Purchaser, shall expire. Under the
Merger Agreement, under certain circumstances, the Company may require
Purchaser to extend the Offer from time to time, subject to the right of NTT
Communications and Purchaser to terminate the Merger Agreement pursuant to its
terms, if at the scheduled Expiration Date of the Offer certain of the
conditions set forth in Section 13 of the Offer to Purchase, including the
Minimum Condition, the HSR Condition or the Exon-Florio Condition, are not
satisfied and the other conditions to the Offer have been satisfied. No
subsequent offering period will be available.
Subject to the limitations set forth in the Offer and the Merger Agreement,
Purchaser reserves the right (but will not be obligated), at any time or from
time to time in its sole discretion, to extend the period during which the
Offer is open by giving oral or written notice of such extension to the
Depositary and by making a public announcement of such extension. There can be
no assurance that Purchaser will exercise its right to extend the Offer. Any
extension of the period during which the Offer is open will be followed, as
promptly as practicable, by public announcement thereof, such announcement to
be issued not later than 9:00 a.m., New York City Time, on the next business
day after the previously scheduled Expiration Date. During any such extension,
all Shares previously tendered and not withdrawn will remain subject to the
Offer, subject to the rights of a tendering stockholder to withdraw such
stockholder's Shares.
Except as otherwise provided in Section 5 of the Offer to Purchase, tenders
of Shares made pursuant to the Offer are irrevocable, except that Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment, may also be
withdrawn at any time after July 15, 2000. For a withdrawal to be effective, a
written, telegraphic, telex or facsimile transmission notice of withdrawal
must be timely received by the Depositary at one of its addresses set forth on
the back cover of the Offer to Purchase. Any such notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder if
different from the name of the person who tendered the Shares. If certificates
for Shares to be withdrawn have been delivered or otherwise identified to the
Depositary, then prior to the physical release of such certificates, the
serial numbers shown on such certificates must be submitted to the Depositary
and,
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unless such Shares have been tendered for the account of an Eligible
Institution (as defined in the Offer to Purchase), the signature on the notice
of withdrawal must be guaranteed by an Eligible Institution. All questions as
to the form and validity (including time of receipt) of a notice of withdrawal
will be determined by Purchaser, in its sole discretion, and its determination
shall be final and binding on all parties.
The information required to be disclosed by Rule 13e-3(e)(1) and Rule 14d-6
of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Offer to Purchase and is incorporated
herein by reference.
The Company has provided to Purchaser its lists of stockholders and
security position listings for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase, the related Letter of Transmittal
and other related materials are being mailed to record holders of Shares and
will be mailed to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder lists or, if applicable, who are listed as participants in a
clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read before any decision is made with
respect to the Offer.
Any questions or requests for assistance or for copies of the Offer to
Purchase and the related Letter of Transmittal and other tender offer
materials may be directed to the Information Agent or the Dealer Managers as
set forth below, and copies will be furnished promptly at Purchaser's expense.
No fees or commissions will be payable to brokers, dealers or other persons
other than the Information Agent, the Dealer Managers and the Depositary for
soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MORROW & CO., INC.
445 Park Avenue
5th Floor
New York, New York 10022
Call Collect (212) 754-8000
Banks and Brokerage Firms, Please Call: (800) 662-5200
Shareholders, Please Call: (800) 566-9061
The Dealer Managers for the Offer are:
Deutsche Banc Alex. Brown Merrill Lynch & Co.
Deutsche Bank Securities Inc. 31 West 2 World Financial Center 6th Floor New
52nd Street New York, New York 10019 York, New York 10281-6100 (212) 236-
(212) 250-6000 (Call Collect) 3790 (Call Collect)
May 17, 2000
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