Verizon Communications Inc. · NYSE:VZ
Verizon Communications — Merger or Acquisition (September 2005)
16 slides from Verizon Communications's merger presentation, Sep 12, 2005
Slide 1: MCI / Verizon
Exhibit 99 September MCI / Verizon 12, 2005
Slide 2: Disclaimer
Disclaimer This results cost respective in 2004. In (Registration MCI (when these available the announced MCI, previously shareholders, 2005. 1 MCI’s connection safe proxy savings document or documents Verizon, Additional These they toVerizon harbor report at differ statement filings announced propo
Slide 3: A merger with Verizon provides a compelling value proposition
A merger Significant Pricing Immediate Verizon 2 mechanism stock with cash premium consideration Verizon return provides tovia isstand-alone aspecial highly offers protection dividend compelling ownership valuation against byin of value MCI aaMCI decline strong proposition integrated in Verizon’s fo
Slide 4: Summary of key merger terms
Summary Stock Up 20.40 Minimum Mix Potential adjustment 1 2 average the 3 See If value to Verizon’s MCI ofProxy $5.60 in and stock stock stock downward pays of of cash value mechanism, the in Statement key and average price less plus cash consideration merger of transaction cash than $26.00 any duri
Slide 5: Advantages of the merger and potential upside
Advantages Value Potential Additional Strategic Enhanced Ability Significant Pro Strong 1 4 Verizon’s forma ofinvestment operating todeal positioning upside sustain competitive financial cash customer ranking of the or ifposition new Verizon grade stock position bysupport investment position J.D. if
Slide 6: Changing competitive landscape and customer requirements
Changing Competitive Lower VOIP Integration End-to-end Single Integrated Hosting Managed 5 adoption point access services networks solutions customer voice of security of transport costs mobility accountability andservices requirements data pricing
Slide 7: Compelling strategic rationale and upside potential
Compelling Positioned Upside Enterprise Financial Largest 6 opportunities USstrength leadership tocarrier Strategic migrate and with Next rationale up stability global thegeneration enterprise footprint services value Strong, chain Enterprise stable business mobility mixAchievable Industry leading s
Slide 8: A change-the-game opportunity with strong global presence
A “change Strong Global Customer Enterprise Broadest National IP Solutions Converged All 7 Centric Access Regional Presence Service Mobile Market Focus Relationships & the Modes Services Multi-National game” Provider Footprint Reach Reach End-to-end Platform opportunity Corp. IP Solutions Depth Cent
Slide 9: Verizon/MCI market capabilities and market cap
Verizon/MCI Verizon Market Managed Wireless Enterprise Wholesale International Metro 1 8 StockLEC Capabilities Cap prices / JV MCI solutions Services Long ($B)1 JV inas SBC Resale strong distance of$99 8/31/05. of / AT&T Major competitive $95 $78 Sprint Companies US$49 Telecom /position $7 Nextel wi
Slide 10: Significant premium offer to MCI shareholders
Significant Offer To AT&T 27.2% 34.1% 41.5% 103.1% 1 4.8x 0.52x 3.6x 0.39x 3.1x 0.71x 2.9x EBITDA 0.67x Revenue 2 9 Offer MCI 1-year 1/26/05 2/02/05 2/11/05 price trading stock price prior stock premium %price as premium AT&T/SBC stock ofprice of 5/1/05 to $13.00 price(2) historical toof historical
Slide 11: MCI share price and key events
Share1, 04/20/2004 RBOC August Announced WSJ December Sprint/Nextel January SBC/AT&T February Original April Verizon May MCI Source: 10 stock article Board 9, price contacted 2005 6, Tradeline, 26, 31, entered 2005 merger 14, 2004 2003 10, price ($) 07/18/2004 approved quarterly 2005 speculating mer
Slide 12: Extensive, thorough board process and Qwest comparison
Extensive Thoroughly All MCI’s Risk Impact Achievability Qwest Expected Qwest’s 11 directors ofmuch Deal Board on significant contingent financial and MCI Process considered and less conducted had of even-handed enterprise Qwest’s former attractive concerns decline condition liabilities all aSEC cla
Slide 13: Steps required to complete the merger
Stepsshareholder MCI 12 required to complete vote DoJ approval the merger FCC approval State approvals International approvals
Slide 14: Shareholder approval and risk of losing the offer
Shareholder Approval Lose Face If 13 shareholders another the challenges benefits by offer meeting a majority vote emerges, of of combining against oncompeting of October could the theoutstanding require with Verizon 6on Verizon a stand-alone up merger to MCI12 including (or shares to 18 basis simpl
Slide 15: Important regulatory approvals and progress
Important HSR Applications MCI Approvals Fifteen European Six 14 international and notification approvals Verizon Commission progress being for FCC approvals sought and certified already being report approval and from made received substantial secured other forms various filed toward international f
Slide 16: In conclusion
In conclusion MCI Customers Merger 15 Board withprefer unanimously Verizon the is provides Verizon a highly approved merger significant compelling and recommends financial value proposition and a vote operational in for favor MCI strength of this shareholders merger
Verizon Communications — Merger or Acquisition (September 2005) on 6ix