Dex One, SuperMedia Announce Date for Stockholder Meetings
Companies Remain On Track to Complete Merger In First Half Of 2013
CARY, N.C. & DALLAS -- February 11, 2013
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
*Capture marketing consultant expertise and best practices from the
*Engage the best technology systems and platforms, operating
processes, tools and client care techniques
*Strengthen the Combined Company’s Balance Sheet
*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.
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.SuperMediasolutions
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 andEveryCarListed.com® to shop for new and used vehicles. For more
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.
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
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:
Chris Hardman, 303-784-1351
Cobb Bay Partners
James Gruskin, 800-497-6329
Andrew Shane, 214-498-4915
Cliff Wilson, 972-453-6188
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