Dex One Corporation (NYSE: DEXO) and SuperMedia Inc. (NASDAQ: SPMD)
announced today each company will hold a special stockholder meeting on
March 13, 2013 to vote on the proposed merger of the companies as
announced in August 2012. Both companies are mailing a joint proxy
statement/prospectus to their respective stockholders this week. Newdex,
Inc., a wholly owned subsidiary of Dex One, also filed a registration
statement with the Securities and Exchange Commission that provides
details of the proposed merger.
The companies expect to complete the transaction in the first half of
2013.
Dex One will hold its stockholder meeting on March 13, at 1 p.m.
Eastern, at Dex One’s corporate headquarters located at 1001 Winstead
Dr., Cary, NC 27513. SuperMedia will hold its stockholder meeting on
March 13, at 12 p.m. Central, at SuperMedia’s corporate headquarters
located at 2200 West Airfield Dr., D/FW Airport, TX 75261.
Each company’s stockholders of record as of January 25, 2013 are
entitled to vote at their respective meeting. The boards of directors of
both companies have unanimously recommended approval of the merger.
To date, a significant majority of senior lenders for both companies
support the transaction. In the event the companies do not obtain
unanimous support from their remaining lenders, either or both companies
may seek to complete the merger by means of a pre-packaged bankruptcy.
By merging, the two companies expect to accelerate the transformation of
the newly combined business and:
-
Improve Positioning for Growth
-
National scale and scope – more than 3,100 marketing consultants
across the U.S.
-
Greater market share – supporting more than 670,000 businesses
-
Improve Quality and Productivity
-
Offering a complete suite of social, mobile and local marketing
solutions
-
Capture marketing consultant expertise and best practices from the
two companies
-
Engage the best technology systems and platforms, operating
processes, tools and client care techniques
-
Strengthen the Combined Company’s Balance Sheet
-
Expense synergies
-
Efficient use of tax assets
-
Enhance cash flow
-
Extend runway for payment of senior debt
ABOUT DEX ONE CORPORATION
Dex One Corporation (NYSE: DEXO) is a leading marketing solutions
provider helping local businesses and their customers connect wherever
and whenever they choose to search. Building on its heritage of
delivering print-based solutions, the company provides integrated
products and services to help its clients establish their digital
presence and generate leads. Dex One's locally based marketing experts
offer a broad network of local marketing solutions including online,
mobile and print search solutions, such as DexKnows.com.
For more information, visit www.DexOne.com.
ABOUT SUPERMEDIA
SuperMedia Inc. (NASDAQ: SPMD) and its marketing consultants in local
communities help small- and medium-sized businesses grow using marketing
solutions across print, online, mobile and social
media. SuperMedia solutions include: the award-winning Superpages
shopping guide mobile site and apps, SocialEze® social marketing
solution and SuperGuarantee® program; search engine
marketing, directories published for Verizon®, FairPoint® and Frontier®,
Superpages.com®, website, video, search engine optimization and
reputation monitoring; print and digital display advertising, direct
mail solutions and EveryCarListed.com® to shop for new and used
vehicles. For more information, visit www.supermedia.com.
Important Information For Investors and Security Holders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. The proposed merger transaction between SuperMedia
Inc. (“SuperMedia”) and Dex One Corporation (“Dex”) will be submitted to
the respective stockholders of SuperMedia and Dex. In connection with
the proposed transaction, Newdex, Inc., a subsidiary of Dex (“Newdex”),
has filed with the Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 that includes a joint proxy
statement/prospectus to be used by SuperMedia and Dex to solicit the
required approval of their stockholders and that also constitutes a
prospectus of Newdex. INVESTORS AND SECURITY HOLDERS OF SUPERMEDIA AND
DEX ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND JOINT
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS)
AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE
TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive
joint proxy statement/prospectus will be sent to security holders of
SuperMedia and Dex seeking their approval of the proposed transaction.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus and other relevant documents filed by SuperMedia
and Dex with the SEC from the SEC’s website at www.sec.gov.
Copies of the documents filed by SuperMedia with the SEC are available
free of charge on SuperMedia’s website at www.supermedia.com
under the tab “Investors” or by contacting SuperMedia’s Investor
Relations Department at (877) 343-3272. Copies of the documents filed by
Dex with the SEC are available free of charge on Dex’s website at www.dexone.com
under the tab “Investors” or by contacting Dex’s Investor Relations
Department at (800) 497-6329.
SuperMedia and Dex and their respective directors, executive officers
and certain other members of management may be deemed to be participants
in the solicitation of proxies from their respective security holders
with respect to the transaction. Information about these persons is set
forth in the joint proxy statement prospectus and Dex’s proxy statement
relating to its 2012 Annual Meeting of Stockholders, as filed with the
SEC on March 22, 2012, and subsequent statements of changes in
beneficial ownership on file with the SEC. These documents can be
obtained free of charge from the sources described above. Security
holders and investors may obtain additional information regarding the
interests of such persons, which may be different than those of the
respective companies’ security holders generally, by reading the joint
proxy statement/prospectus and other relevant documents regarding the
transaction (when available), which will be filed with the SEC.
Forward-Looking Statements
Certain statements contained in this document are "forward-looking
statements" subject to the safe harbor created by the Private Securities
Litigation Reform Act of 1995, including but not limited to, statements
about the benefits of the proposed transaction and combined company,
including future financial and operating results and synergies, plans,
objectives, expectations and intentions and other statements relating to
the proposed transaction and the combined company that are not
historical facts. Where possible, the words "believe," "expect,"
"anticipate," "intend," "should," "will," "would," "planned,"
"estimated," "potential," "goal," "outlook," "may," "predicts," "could,"
or the negative of such terms, or other comparable expressions, as they
relate to Dex, SuperMedia, the combined company or their respective
management, have been used to identify such forward-looking statements.
All forward-looking statements reflect only Dex’s and SuperMedia’s
current beliefs and assumptions with respect to future business plans,
prospects, decisions and results, and are based on information currently
available to Dex and SuperMedia. Accordingly, the statements are subject
to significant risks, uncertainties and contingencies, which could cause
Dex’s, SuperMedia’s or the combined company’s actual operating results,
performance or business plans or prospects to differ materially from
those expressed in, or implied by, these statements.
Factors that could cause actual results to differ materially from
current expectations include risks and other factors described in Dex’s
and SuperMedia’s publicly available reports filed with the SEC, which
contain discussions of various factors that may affect the business or
financial results of Dex, SuperMedia or the combined company. Such risks
and other factors, which in some instances are beyond either company’s
control, include: the continuing decline in the use of print
directories; increased competition, particularly from existing and
emerging digital technologies; ongoing weak economic conditions and
continued decline in advertising sales; the companies’ ability to
collect trade receivables from customers to whom they extend credit; the
companies’ ability to generate sufficient cash to service their debt;
the companies’ ability to comply with the financial covenants contained
in their debt agreements and the potential impact to operations and
liquidity as a result of restrictive covenants in such debt agreements;
the companies’ ability to refinance or restructure their debt on
reasonable terms and conditions as might be necessary from time to time;
increasing interest rates; changes in the companies’ and the companies’
subsidiaries credit ratings; changes in accounting standards; regulatory
changes and judicial rulings impacting the companies’ businesses;
adverse results from litigation, governmental investigations or tax
related proceedings or audits; the effect of labor strikes, lock-outs
and negotiations; successful realization of the expected benefits of
acquisitions, divestitures and joint ventures; the companies’ ability to
maintain agreements with major Internet search and local media
companies; the companies’ reliance on third-party vendors for various
services; and other events beyond their control that may result in
unexpected adverse operating results.
With respect to the proposed merger, important factors could cause
actual results to differ materially from those indicated by
forward-looking statements included herein, including, but not limited
to, the ability of Dex and SuperMedia to consummate the transaction on
the terms set forth in the merger agreement; the risk that anticipated
cost savings, growth opportunities and other financial and
operating benefits as a result of the transaction may not be realized or
may take longer to realize than expected; the risk that benefits from
the transaction may be significantly offset by costs incurred in
integrating the companies; potential adverse impacts or delay in
completing the transaction as a result of obtaining consents from
lenders to Dex or SuperMedia; failure to receive the approval of the
stockholders of either Dex or SuperMedia for the transaction; and
difficulties in connection with the process of integrating Dex and
SuperMedia, including: coordinating geographically separate
organizations; integrating business cultures, which could prove to be
incompatible; difficulties and costs of integrating information
technology systems; and the potential difficulty in retaining key
officers and personnel. These risks, as well as other risks
associated with the merger, are more fully discussed in the proxy
statement/prospectus included in the registration statement on Form S-4
that Newdex has filed with the SEC in connection with the proposed
transaction.
None of Dex, SuperMedia or the combined company is responsible for
updating the information contained in this document beyond the
publication date, or for changes made to this document by wire services
or Internet service providers.
Photos/Multimedia Gallery Available: http://www.businesswire.com/multimedia/home/20130211005324/en/