Exhibit (a)(1)(Q)
NTT COMMUNICATIONS TENDER OFFER FOR VERIO SUCCEEDS
Tokyo and Englewood CO, August 31, 2000 - NTT Communications Corporation and
Verio Inc. (NASDAQ: VRIO) announced today that NTT Communications has
successfully completed its tender offer for all outstanding shares of common
stock, par value $.001 per share, all outstanding shares of Series A 6.75%
Convertible Preferred Stock, par value $.001 per share, and certain warrants to
purchase shares of common stock of Verio. The offer expired at 12:00 midnight,
New York City time, on August 30, 2000.
NTT Communications has accepted for purchase 70,170,992 shares of Verio common
stock, 6,935,450 shares of Verio preferred stock, and warrants to purchase
1,306,228 shares of Verio common stock tendered pursuant to the offer. The total
value of the transaction is approximately $5.5 billion.
The acquisition of Verio by NTT Communications will create a strong new
international competitor, ranking among the top IP services providers globally.
Together, NTT Communications and Verio will immediately provide customers of all
sizes in the U.S., Japan, and throughout Asia with a complete range of Internet-
based business services - from high-quality IP network services including global
connectivity, network management and IP-VPN, to advanced Web-based business
solutions, including Web-hosting and e-commerce platforms.
"We are very pleased that our offer for Verio has been successful. Whether
measured by its scale of operations, its capital resources, or its depth of
services, the combined NTT Communications and Verio entity will be one of the
strongest global Internet service providers," said Masanobu Suzuki, President
and Chief Executive Officer of NTT Communications. "I believe the combination of
Verio and NTT Communications will have a positive impact not only on our
customers worldwide, but on our financial foundation as well," he said.
"Use of the Internet for business is becoming ubiquitous. As competition
increases across virtually every business sector, companies have a growing need
to outsource the management of technology, allowing them to focus on providing
products and services to their customers. We have the ability to meet the needs
of customers ranging from the
largest multinational corporations to the newest Web-centric start-ups, and we
have the depth of resources and locations to scale with their needs," he said.
"Increasingly, our customers want to realize a variety of applications such as -
integrating voice and data over the IP network, outsourcing burdensome server-
related operations necessary for conducting B2C e-commerce, and creating mirror
servers in locations throughout Asia to handle delivery of popular U.S.
streaming content. Our combined company will be able to deliver all of these
services, and more," said Suzuki.
"We will be an unmatched provider for companies operating within and between the
U.S. and Japan, the world's two largest economies, and throughout the Pan
Pacific region. We will continue to move towards a truly global offering of
that same caliber, with a scheduled addition of an IP backbone in Europe in
October 2000," said Mr. Suzuki. "This new addition, combined with our IP
backbones in the U.S. and Japan, will provide our customers throughout Asia,
North America and Europe with access to each other's markets and to a one-stop
shop for all of their IP services and Web-based business solutions," Suzuki
added.
Commitment to Scope, Innovation, and Customer Service
"Together, we will be focused on defining and delivering a new standard for
world-class customer service as measured by reliability, flexibility, and
responsiveness. We have a diverse employee base with extensive industry
knowledge and experience. We have the ability to make additional capital
investments to maintain our competitive position ahead of less-well-capitalized
competitors. And, we can provide customers with new and better services and can
meet our commitment to operational excellence through a reliable network,
outstanding products and ongoing process improvements," Mr. Suzuki said. "Both
of our organizations have been recognized for customer service excellence and we
are committed to continuing at that level of performance."
"We are pleased that our shareholders overwhelmingly agreed that NTT
Communications' offer was an excellent value," said Justin L. Jaschke, Founder,
President, Chief Executive Officer and Director of Verio. "This transaction
brings together two of the world's top Internet companies to form an even
stronger global IP competitor. Since NTT Communications' original investment in
Verio in 1998, our companies have established a mutually successful strategic
relationship. Now,
in combination with NTT Communications, we will bring an exciting future to our
customers, employees and sales channel partners," Mr. Jaschke said.
NTT Communications expects its combination with Verio to generate several
specific benefits to customers, shareholders, and the new Internet economy
generally:
. By connecting NTT Communication's IP backbone in Asia to Verio's IP
backbone in the U.S., we will provide a seamless, end-to-end IP network
solution, including broadband access
. This global Tier 1 IP network enables us to provide a number of high
value-added network services, including global connectivity, network
management, and IP-VPN.
. With the 105 data centers that we will have in place by the end of 2000,
we will be able to provide total outsourcing of Web hosting,
co-location, and other services
. The combination will also make the high-quality Web-hosting services and
e-commerce platforms of Verio available to Asian countries, giving
Pan-Pacific customers, including ASPs, content providers, and other
e-businesses, access to e-business support
. NTT Communications will be able to provide more value-added services and
strengthen its sales and service offerings by utilizing Verio's
knowledge in IP network operations, e-business services and highly
capable sales force. The combined company will have a comprehensive
array of distribution channels, including a global network of resellers,
to provide customers with ready access to its offerings
Each of the two companies contributes unique strengths and resources to the
combination.
NTT Communications provides an array of IP network and data center expertise,
especially with multinational corporations, as well as long-distance and
international telecommunications services reaching over 200 countries worldwide.
Increasingly, the company is focusing on its IP-related offerings, having
already established an IP network in Japan and throughout Asia. Through its OCN
brand, NTT Communications is already one of the largest ISPs in Japan. And
through NTT Communications' Arcstar services, the company provides managed data,
multimedia and Internet services to many of the world's largest multinational
companies.
With more than 400,000 hosted Web sites, Verio is the world's largest Web
hosting company, providing an e-commerce platform for online businesses and data
center operations for large-
scale Web hosting services.
Verio's comprehensive services include:
. Customer Web site hosting on shared or dedicated servers, or co-location
of customers' own hardware at Verio data centers
. Application hosting services that make business-focused software and
database applications available to customers via the Internet
. E-commerce platforms and services in a variety of configurations, from
entry-level storefronts to sophisticated solutions for online merchants
requiring highly secure, real-time payment settlement
. Internet connectivity services including dedicated access, DSL access,
and dial-up access
. Domain name registration for customers seeking to establish a Web
address
. Virtual private networks, and managed security services to enable
dedicated, secure transmission of private traffic
NTT Communications believes that Verio's management and its dedicated team of
2,000 employees are important assets. No change in Verio's management personnel
is anticipated, and the Verio brand name is expected to be retained.
Under the terms of the offer, the price to be paid for each share of common
stock purchased pursuant to the offer is $60.00, the price to be paid for each
share of preferred stock purchased pursuant to the offer is $62.41725, and the
price to be paid for each warrant purchased pursuant to the offer is $60.00 less
the applicable exercise price. The shares of common stock accepted for purchase
pursuant to the offer, combined with the shares of common stock already owned by
NTT Communications, gives NTT Communications ownership of approximately 95.6% of
the outstanding shares of Verio common stock. It is expected that an NTT
Communications subsidiary will be merged into Verio with each share of Verio
common stock and preferred stock not purchased pursuant to the offer being
converted into the right to receive cash, as provided in the merger agreement
entered into by NTT Communications and Verio. The merger is expected to close by
the end of September 2000.
About Verio Inc.
Verio Inc. is the world's largest Web hosting company and a leading provider of
comprehensive e-business solutions, with an emphasis on serving the small and
mid-sized
business market. The company offers customers a broad range of Internet
solutions, including high-speed access, Web hosting, e-commerce, virtual private
networks and other enhanced services. Verio supports its operations with highly
reliable and scalable national infrastructure and systems including a Tier 1
national network. Verio delivers locally based sales and engineering support in
top U.S. markets under the Verio brand name and provides Web-hosting services to
customers in more than 170 countries.
For more information on Verio, visit the company's Web site at www.Verio.com.
Verio is headquartered in Englewood, Colorado.
About NTT Communications Corporation
NTT Communications Corporation, a subsidiary of NTT (NYSE:NTT), provides long-
distance and international telecommunications reaching over 200 countries
worldwide. Headquartered in Tokyo, NTT Communications' Arcstar services operate
in about fifty countries and have significant presence in Asia Pacific, North
America and Europe. Arcstar global services provide managed data, multimedia and
Internet services to some of the largest companies in the world. NTT
Communications' investment in its Managed Services, IP Infrastructure and
Internet Portal will meet the growing demand for electronic commerce based
services from its business customers and home users. NTT Communications with the
OCN brand is already one of the largest ISPs in Japan.
For more information about NTT Communications, visit the company's Web site at
www.ntt.com/index-e.html.
- ------------------------