VIA NET.WORKS Signs Letter of Intent to Sell All Operations to Claranet for $27 Million in Cash
AMSTERDAM, The Netherlands, April 11 /PRNewswire-FirstCall/ -- VIA NET.WORKS, Inc. (Nasdaq: VNWI; Euronext), a provider of business communication solutions to small- and medium-sized enterprises in Europe and the U.S., today announced that it has signed a letter of intent with Claranet, an independent and privately held European internet service provider. Under the terms of the letter of intent, Claranet would purchase all VIA's business operations for a total of between $26.5 million to $27 million in cash.
In signing the letter of intent, Claranet has paid a deposit of $3 million against the purchase price to secure exclusive negotiation rights with VIA until 30 April.
VIA noted that the key terms of the letter of intent are as follows:
* Claranet would acquire all of VIA's European and U.S. businesses,
including PSINet Europe operations and the Amen Group.
* Claranet would acquire certain assets and liabilities of the parent
company, VIA NET.WORKS, Inc., pertaining to VIA's centralized back
office financial and technical support systems, but other assets and
liabilities would not be assumed.
* The transaction would be subject to approval by the VIA NET.WORKS, Inc.
shareholders; a proxy statement would be distributed as soon as possible
after signing of definitive agreements and review by the Securities and
Exchange Commission.
* For the period between the signing of the definitive purchase agreement
and closing of the transaction, Claranet would provide an interim
working capital facility up to $6 million, secured by pledges by VIA of
shares in certain of its European subsidiaries; the purchase price would
be reduced by the amount that VIA drew down on this facility.
VIA further noted that Claranet's offer has resulted from an active bidding process during which a number of financial and industry participants have extended proposals for debt and equity financing or acquisition of all or parts of VIA's businesses.
Ray Walsh, VIA's Chief Executive Officer, stated: "We have undertaken an intensive process these past several weeks working in parallel with a number of potential strategic partners to negotiate the best transaction for our shareholders. We also believe that Claranet's offer will provide the best value for our employees, customers, creditors and other constituencies. We know and feel comfortable with their executive team, having sold our UK operation to Claranet last September."
Charles Nasser, Claranet's Chief Executive Officer, stated: "Following our past acquisitions on the continent and last year's acquisition of VIA's UK operations, Claranet is consolidating its position as a leading European provider of communication services to business, adding to the group's future revenues and profits. We look forward to working with VIA's customers and staff and continuing to invest in our growth."
VIA stated that, on entering a definitive purchase agreement with Claranet, it would expect to convene a meeting of its shareholders within the next two or three months to consider the transaction for approval. The company also stated that with this letter of intent in hand and definitive agreements with Claranet being sought by no later than April 30th, it expects to complete and file its Annual Report on Form 10-K for 2004. Further information about the proposed transaction would be included in the proxy statement.
On completion of a transaction with Claranet, VIA NET.WORKS, Inc. would expect to dispose of remaining portions of its business not purchased by Claranet, pay amounts owed and distribute remaining funds to its shareholders. Further financial details, including pro forma estimates of amounts expected to be distributed to shareholders after payment of liabilities, would be provided in VIA's proxy statement to its shareholders.
The definitive agreements would be subject to various conditions to completion, including absence of material adverse change in VIA's business. There can be no assurance that VIA will be successful in negotiating the definitive agreements or achieving completion of the proposed transaction.
About VIA NET.WORKS, Inc.
VIA NET.WORKS, Inc. (Nasdaq: VNWI; Euronext) is a leading provider of business communication solutions to more than 135,000 small- and medium-sized businesses in Europe and the United States. VIA offers a comprehensive portfolio of business communications services, including hosting, security, connectivity, networks, voice and professional services. Website: http://www.vianetworks.com.
About CLARANET
Claranet originated in the UK in 1996 and has since become one of the most successful independent Internet Service Providers in Europe, with operations also in France, Spain, and Germany. For business users across Europe, Claranet is able to provide managed connectivity and web hosting services, e-commerce, Leased Lines, DSL, VPNs and security products. Website: http://www.clara.net.
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VIA NET.WORKS Signs Letter of Intent to Sell All Operations
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VIA NET.WORKS Signs Letter of Intent to Sell All Operations
por Derfo » Quarta Abr 13, 2005 9:10
- Derfo
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- Registado: Segunda Mar 28, 2005 9:32
por Derfo » Quinta Abr 28, 2005 14:21
The Via Net.works takeover by UK owned Claranet which was expected to go through by the 23 of April looks set to hit the rocks.
In the press release that Via emitted on the 12 of April announcing Claranet's 27.3 million offer for the group's entireity, Via confirmed that Claranet 3 million euros downpayment granted them exclusive rights to negociations to the 30 of April. This statement went on to say that if the takeover went through before the 23 of April this would win Claranet a €500,000 reduction on the agreed total.
No announcement has been made since the April, 12 on the takeover and from our sources it seems Claranet have gotten cold feet – prehaps rightly so.
With last Thursday's Nasdaq delisting notification to Via and shareholders screaming mismanagement, it seems Via's nightmare is just beginning.
When 90% of Amen employees went on strike just 2 days after the Press Release of April 12, it seems the Amen President failed to recognise or inform his superiors to the gravity of the situation. The employees of this Via subsidiary, offering domain registration and web hosting facilities, have been on the picket line for over 10 days now – and no return to work seems imminent.
Analyst reports show that Amen represents a major part of the Via group. Employees resorted to strike action following several failed attempts to gain assurances from their Pesident on the continuity of employment post takeover.
Having been stonewalled by Via, employees turned their attention to Claranet, and brought the picket to the formers French headquarters in Paris. CEO, Charles Nasser met with representatives but stated that he was not in a position to offer any guarantees to empoloyees and went on to confirm that Claranet will not be in a position to keep 2 employees for the same position, as such jobs will be lost in the overlap. Mr. Nasser referred the strikers back to Via Networks for guarantees.
Mr. Ray Walsh eventually met strike representatives last Thursday and listened to their concerns with an equal degree of patience & indifference. At one point when asked what his feelings were on the current situation he replied "What do you want me to do, cry ?". Mr. Walsh said he had no intention of rewriting the takeover terms to include terms on employment continuity.
Customers and suppliers of Amen have now been over 10 days without contact with the Amen operation managers of the UK, France and Spain, all of whom are on strike. Via's fumbled attempt to patch things over and maintain an image of "Business as usual" is doing little to convince customers. Several customers have transferred services elsewhere and legal cases are surely pending with the total incapacity of Via to support services as per their Terms & Conditions. Payments have been left unprocessed, manual services left disactivated, erroneous replies forwarded to customers, and a substantial drop in the number of processed replies to Customers (3400 replies on average p/w, just over 700 replies were recorded on the week of the 18 of April) – and this is only the tip of the iceberg. The aftermath is
going to be next to impossible to resolve with periodic security checks left to the wayside from the time the strike began.
Amen's turnover has dropped 20% in under 2 weeks – what company could possibly imagine carrying on as if everything was normal with 90% of their employees, trained on the internally developed platform and processing system, out on strike ?
Claranet must be wondering how this situation could have been allowed to arise, one must assume that their confidence in the deal has taken a major blow.
Link
http://forums.webhostdir.com/showthread ... 73&t=11991
Esta noticia e dedicada especialmente a Laura, que ao que parece ainda vai ter de acabar a ganhar a vida no Intendente...
Greets
Derfo
In the press release that Via emitted on the 12 of April announcing Claranet's 27.3 million offer for the group's entireity, Via confirmed that Claranet 3 million euros downpayment granted them exclusive rights to negociations to the 30 of April. This statement went on to say that if the takeover went through before the 23 of April this would win Claranet a €500,000 reduction on the agreed total.
No announcement has been made since the April, 12 on the takeover and from our sources it seems Claranet have gotten cold feet – prehaps rightly so.
With last Thursday's Nasdaq delisting notification to Via and shareholders screaming mismanagement, it seems Via's nightmare is just beginning.
When 90% of Amen employees went on strike just 2 days after the Press Release of April 12, it seems the Amen President failed to recognise or inform his superiors to the gravity of the situation. The employees of this Via subsidiary, offering domain registration and web hosting facilities, have been on the picket line for over 10 days now – and no return to work seems imminent.
Analyst reports show that Amen represents a major part of the Via group. Employees resorted to strike action following several failed attempts to gain assurances from their Pesident on the continuity of employment post takeover.
Having been stonewalled by Via, employees turned their attention to Claranet, and brought the picket to the formers French headquarters in Paris. CEO, Charles Nasser met with representatives but stated that he was not in a position to offer any guarantees to empoloyees and went on to confirm that Claranet will not be in a position to keep 2 employees for the same position, as such jobs will be lost in the overlap. Mr. Nasser referred the strikers back to Via Networks for guarantees.
Mr. Ray Walsh eventually met strike representatives last Thursday and listened to their concerns with an equal degree of patience & indifference. At one point when asked what his feelings were on the current situation he replied "What do you want me to do, cry ?". Mr. Walsh said he had no intention of rewriting the takeover terms to include terms on employment continuity.
Customers and suppliers of Amen have now been over 10 days without contact with the Amen operation managers of the UK, France and Spain, all of whom are on strike. Via's fumbled attempt to patch things over and maintain an image of "Business as usual" is doing little to convince customers. Several customers have transferred services elsewhere and legal cases are surely pending with the total incapacity of Via to support services as per their Terms & Conditions. Payments have been left unprocessed, manual services left disactivated, erroneous replies forwarded to customers, and a substantial drop in the number of processed replies to Customers (3400 replies on average p/w, just over 700 replies were recorded on the week of the 18 of April) – and this is only the tip of the iceberg. The aftermath is
going to be next to impossible to resolve with periodic security checks left to the wayside from the time the strike began.
Amen's turnover has dropped 20% in under 2 weeks – what company could possibly imagine carrying on as if everything was normal with 90% of their employees, trained on the internally developed platform and processing system, out on strike ?
Claranet must be wondering how this situation could have been allowed to arise, one must assume that their confidence in the deal has taken a major blow.
Link
http://forums.webhostdir.com/showthread ... 73&t=11991
Esta noticia e dedicada especialmente a Laura, que ao que parece ainda vai ter de acabar a ganhar a vida no Intendente...
Greets
Derfo
- Derfo
- Aprendiz
- Mensagens: 26
- Registado: Segunda Mar 28, 2005 9:32
por Derfo » Terça Mai 03, 2005 11:15
VIA NET.WORKS and Claranet Execute Definitive Agreements for Sale of All VIA Operations
Claranet to Provide Bridge Financing of Up to $7 Million
AMSTERDAM, The Netherlands, May 2 /PRNewswire-FirstCall/ -- VIA NET.WORKS, Inc. (Nasdaq: VNWI; Euronext), a provider of business communication solutions to small- and medium-sized enterprises in Europe and the U.S., today announced that it has executed definitive agreements for the sale of all the company's operations to Claranet, an independent and privately held European internet service provider, for $26.4 million in cash. Claranet has also agreed to provide a loan facility providing bridge financing of up to $7 million through the close of the transaction.
VIA noted that key terms of the transaction are as follows:
* Claranet will acquire all of VIA's European and U.S. businesses,
including its brands "VIA NET.WORKS," "Amen" and "PSINet Europe" for
$26.4m in cash at closing
* Claranet will also acquire certain assets and liabilities pertaining
to VIA's centralized back-office financial, network management and
technical support systems held by the group parent VIA NET.WORKS, Inc.
* VIA NET.WORKS will remain responsible for its corporate headquarters
staff, other than those employees offered employment by Claranet, and
all liabilities and expenses of the group parent
* The transaction will be subject to approval by the VIA shareholders; a
proxy statement will be distributed describing the transaction and
sale agreement following filing with and review by the Securities and
Exchange Commission
* For the period beginning on June 1, 2005 through the closing of the
transaction, Claranet will provide an interim working capital facility
up to euro 5.37m, or approximately $7 million, secured by pledges by
VIA of shares in certain of its European subsidiaries; the closing
purchase price would be reduced by the amount that VIA draws down on
this facility
* Between signing and closing VIA will be required to operate its
business in the ordinary course and in accordance with the provisions
of the sale agreement and the loan facility agreement.
The executed agreements are subject to various conditions to completion, including the absence of a material adverse change in VIA's business through the date of completion. There can be no assurance that VIA will achieve completion of the proposed transaction.
The agreements, signed on April 30, follow closely the letter of intent by the parties announced on April 11, described in detail in the company's Form 10-K for the year ended December 31, 2004 on file with the Securities and Exchange Commission. The company stated that it expects to file shortly with the SEC a form 8-K, which will include a copy of the sale and purchase and the facility agreements, containing full details of the proposed transaction.
Ray Walsh, VIA's Chief Executive Officer, stated: "We are pleased to come to final agreements with Claranet and look forward to completion of the transaction. This is a good result for VIA's shareholders in light of our previously announced cash situation. Our customers will benefit from the renewed stability and commitment that Claranet will bring to the combined group of companies."
Charles Nasser, Claranet's Chief Executive Officer, stated: "The combination of VIA and Claranet builds on the group's success over the past nine years to create a formidable competitor in the pan-European communications market; businesses will have a strong alternative to the incumbent providers for their communications requirements. We are excited about working with VIA's existing customers and providing them with a renewed commitment for delivering superior service capabilities."
On completion of the proposed sale to Claranet, VIA expects to initiate a process to wind up, pay off its liabilities and other amounts owed and distribute remaining funds to its shareholders. Further financial details, including pro forma estimates of amounts expected to be distributed to shareholders after payment of liabilities and expenses, will be provided in VIA's proxy statement to its shareholders.
In early March, VIA disclosed that it was seeking financing or a buyer for the company on an expedited basis due to an urgent liquidity problem. VIA has earlier noted that if the sale to Claranet is not completed, there can be no assurance that VIA can obtain an alternative solution to VIA's liquidity issues. In that event, and unless VIA could find such an alternative solution, VIA would have insufficient funds to continue to operate as a going concern.
About VIA NET.WORKS, Inc.
VIA NET.WORKS, Inc. (Nasdaq: VNWI; Euronext) is a leading provider of business communication solutions to small- and medium-sized businesses in Europe and the United States. VIA offers a comprehensive portfolio of business communications services, including hosting, security, connectivity, networks, voice and professional services. Website: http://www.vianetworks.com.
About CLARANET
Claranet originated in the UK in 1996 and has since become one of the most successful independent Internet Service Providers in Europe, with operations also in France, Spain, and Germany. For business users across Europe, Claranet is able to provide managed connectivity and web hosting services, e- commerce, Leased Lines, DSL, VPNs and security products. Website: http://www.clara.net.
Claranet to Provide Bridge Financing of Up to $7 Million
AMSTERDAM, The Netherlands, May 2 /PRNewswire-FirstCall/ -- VIA NET.WORKS, Inc. (Nasdaq: VNWI; Euronext), a provider of business communication solutions to small- and medium-sized enterprises in Europe and the U.S., today announced that it has executed definitive agreements for the sale of all the company's operations to Claranet, an independent and privately held European internet service provider, for $26.4 million in cash. Claranet has also agreed to provide a loan facility providing bridge financing of up to $7 million through the close of the transaction.
VIA noted that key terms of the transaction are as follows:
* Claranet will acquire all of VIA's European and U.S. businesses,
including its brands "VIA NET.WORKS," "Amen" and "PSINet Europe" for
$26.4m in cash at closing
* Claranet will also acquire certain assets and liabilities pertaining
to VIA's centralized back-office financial, network management and
technical support systems held by the group parent VIA NET.WORKS, Inc.
* VIA NET.WORKS will remain responsible for its corporate headquarters
staff, other than those employees offered employment by Claranet, and
all liabilities and expenses of the group parent
* The transaction will be subject to approval by the VIA shareholders; a
proxy statement will be distributed describing the transaction and
sale agreement following filing with and review by the Securities and
Exchange Commission
* For the period beginning on June 1, 2005 through the closing of the
transaction, Claranet will provide an interim working capital facility
up to euro 5.37m, or approximately $7 million, secured by pledges by
VIA of shares in certain of its European subsidiaries; the closing
purchase price would be reduced by the amount that VIA draws down on
this facility
* Between signing and closing VIA will be required to operate its
business in the ordinary course and in accordance with the provisions
of the sale agreement and the loan facility agreement.
The executed agreements are subject to various conditions to completion, including the absence of a material adverse change in VIA's business through the date of completion. There can be no assurance that VIA will achieve completion of the proposed transaction.
The agreements, signed on April 30, follow closely the letter of intent by the parties announced on April 11, described in detail in the company's Form 10-K for the year ended December 31, 2004 on file with the Securities and Exchange Commission. The company stated that it expects to file shortly with the SEC a form 8-K, which will include a copy of the sale and purchase and the facility agreements, containing full details of the proposed transaction.
Ray Walsh, VIA's Chief Executive Officer, stated: "We are pleased to come to final agreements with Claranet and look forward to completion of the transaction. This is a good result for VIA's shareholders in light of our previously announced cash situation. Our customers will benefit from the renewed stability and commitment that Claranet will bring to the combined group of companies."
Charles Nasser, Claranet's Chief Executive Officer, stated: "The combination of VIA and Claranet builds on the group's success over the past nine years to create a formidable competitor in the pan-European communications market; businesses will have a strong alternative to the incumbent providers for their communications requirements. We are excited about working with VIA's existing customers and providing them with a renewed commitment for delivering superior service capabilities."
On completion of the proposed sale to Claranet, VIA expects to initiate a process to wind up, pay off its liabilities and other amounts owed and distribute remaining funds to its shareholders. Further financial details, including pro forma estimates of amounts expected to be distributed to shareholders after payment of liabilities and expenses, will be provided in VIA's proxy statement to its shareholders.
In early March, VIA disclosed that it was seeking financing or a buyer for the company on an expedited basis due to an urgent liquidity problem. VIA has earlier noted that if the sale to Claranet is not completed, there can be no assurance that VIA can obtain an alternative solution to VIA's liquidity issues. In that event, and unless VIA could find such an alternative solution, VIA would have insufficient funds to continue to operate as a going concern.
About VIA NET.WORKS, Inc.
VIA NET.WORKS, Inc. (Nasdaq: VNWI; Euronext) is a leading provider of business communication solutions to small- and medium-sized businesses in Europe and the United States. VIA offers a comprehensive portfolio of business communications services, including hosting, security, connectivity, networks, voice and professional services. Website: http://www.vianetworks.com.
About CLARANET
Claranet originated in the UK in 1996 and has since become one of the most successful independent Internet Service Providers in Europe, with operations also in France, Spain, and Germany. For business users across Europe, Claranet is able to provide managed connectivity and web hosting services, e- commerce, Leased Lines, DSL, VPNs and security products. Website: http://www.clara.net.
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por xirix » Quarta Mai 04, 2005 9:55
Tretabyte Escreveu:Boas,
ok e entao? o ppl continua a ter um servico de mer**...
sem mais
Tretabyte
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=================
Não subscrevam a VIANETWORKS, TVTel ADSL, ASDL.XL, CyclopNet. A VIA aldraba todos os seus clientes iludindo-os c/ velocidades q nunca tem na realidade. Uma ligação 1024/256 (128kB/32kB) na prática é de 6kB/4kB c/ o emule.
=================
Não subscrevam a VIANETWORKS, TVTel ADSL, ASDL.XL, CyclopNet. A VIA aldraba todos os seus clientes iludindo-os c/ velocidades q nunca tem na realidade. Uma ligação 1024/256 (128kB/32kB) na prática é de 6kB/4kB c/ o emule.
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