Expands WorldCom's Local Presence from 52 Metropolitan
Areas to 86
Adds Significant Local Access Expertise, Local Fiber Networks
and Switching Capacity
Jackson, Miss., October 1, 1997 - WorldCom, Inc.
(Nasdaq/NM:WCOM) and Brooks Fiber Properties, Inc. (NASDAQ: BFPT) today
announced that the two companies have executed a definitive agreement
and plan of merger. Under the terms of the agreement, structured to
qualify as a pooling of interests transaction, each share of Brooks
common stock will be exchanged for 1.65 shares of WorldCom common
stock. As of yesterday's closing, the merger consideration for
Brooks stock is approximately $2.4 billion plus outstanding debt
obligations.
The agreement and plan of merger have been approved unanimously
by the Board of Directors of each company. The merger closing is
expected to occur as soon as possible following approval and adoption
of the Plan of Merger by Brooks shareholders at a special
shareholders' meeting.
The merger will expand the number of all fiber optic,
state-of-the-art local networks and switching facilities operated in
the U.S. by WorldCom from 52 to 86. The majority of the 44 Brooks'
markets (34) are in cities that WorldCom did not have local facilities
already established.
"The merger will greatly expand our total number of local
networks and advance our entrance into more secondary cities by as much
as two years in an accretive manner," said Bernard J. Ebbers,
president and CEO of WorldCom.
"Additionally, through this merger we gain a highly trained
and professional group of sales and technical personnel with an
entrepreneurial spirit that matches our own. It is that spirit that has
driven Brooks' swift growth over the past few years," said Mr.
Ebbers. "We anticipate the contribution of the 1,600 or so
employees from Brooks will prove to be extremely beneficial as we
continue to grow as a full service communications provider."
Founded in 1993, Brooks has grown quickly to become a leading
facilities-based provider of competitive local telecommunications
services, with an emphasis on secondary markets, by aggressively
pursuing switched services opportunities, further building out existing
systems and expanding service offerings. Like WorldCom, Brooks'
goal has been to offer local dial tone, switched access termination and
origination services, as well as Centrex-type offerings and desktop
products in all of its markets. The company's sales focus is
telecommunications-intensive business, government and institutional
customers, as well as some residential customers.
Brooks' anticipated revenue growth rate for the next few
years is in excess of WorldCom's stand alone rate. Accordingly, the
merger will be additive to WorldCom's revenue growth. "We
fully expect that the added networks and switching capacity will
greatly benefit WorldCom as we continue to look to a bundled product
offering for the bulk of our revenue growth in the future," said
Mr. Ebbers.
Consummation of the Brooks merger is subject to the satisfaction
of certain conditions, including the expiration or termination of any
applicable waiting periods under the Hart-Scott-Rodino Act, the receipt
of other required regulatory approvals and the absence of certain
material adverse changes. Consummation of the merger is also subject to
the approval and adoption of the Brooks Merger Agreement by
stockholders of Brooks. The closing of the merger is expected to occur
as soon as practicable after satisfaction of the conditions set forth
in the Brooks Merger Agreement.
Brooks Fiber Properties, Inc., headquartered in St. Louis,
Missouri, is a leading full service provider of competitive local
telecommunications services in cities across the United States. With
networks operational or under construction in 44 U.S. cities, the
company provides its customers with advanced and reliable high-capacity
voice, video, data and other enhanced telecommunications services.
WorldCom is a global telecommunications company. Operating in
more than 50 countries, the company is a premier provider of
facilities-based and fully integrated local, long distance,
international and Internet services. WorldCom's subsidiary, UUNET
Technologies, Inc., is an international provider of Internet services
with over 1,000 Points of Presence (POPs) throughout the United
States and in Canada, Europe and the Asia-Pacific region.
WorldCom's World Wide Web address is
http://www.wcom.com
. The common and depository shares of WorldCom trade on the NASDAQ
National Market (US) under the symbols WCOM and WCOMP,
respectively.
Except for historical information, this press release
contains forward looking statements that involve risks and
uncertainties, including the satisfaction of the conditions to the
transaction and the successful integration of WorldCom and Brooks,
competitive and regulatory risk associated with the
telecommunications industry, and other risks detailed from time to
time in various regulatory filing by both companies. Actual results,
events and performance may differ materially.
