Dex One Corporation (NYSE: DEXO) today received notice from the New York
Stock Exchange (NYSE) that it was not in compliance with the NYSE
listing standard in Section 802.01B of the Listed Company Manual which
requires the company to maintain an average global market capitalization
over a consecutive 30 trading day period of not less than $100 million.
The company notified the Exchange it will appeal the decision and file a
formal request shortly. During the appeal process, the company
anticipates DEXO shares will continue to trade on the NYSE.
Until a determination is made the company's trading symbol will bear the
"BC" indicator until it is either delisted or is compliant with the
NYSE's listing standards.
Dex One said it respects the Exchange’s rules and processes, but
believes several factors related to its proposed merger with SuperMedia
Inc. warrant special consideration:
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The combined company pro forma market capitalization will be in excess
of $150 million, based on current trading levels of Dex One and
SuperMedia shares;
-
The transaction has been structured as a stock-for-stock merger and
will include a 1-for-5 reverse split at merger close to alleviate any
future non-compliance; listing issues
-
More than 70 percent in number and 80 percent in value of Dex One
secured lenders support the merger;
-
The combination will create one of the largest marketing services
companies in the United States with a stronger financial position than
either of its predecessors; and
-
The merger is on track to close in the first half of 2013.
There is no assurance Dex One’s request for continued listing will be
granted.
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.
SAFE HARBOR PROVISION
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 has been 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 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.
