Filed by: Globix Corporation
Pursuant to Rule 425 under
the Securities Act of 1933, as amended
Subject company: NEON Communications, Inc.
File Number: 021-51861
GLOBIX CORPORATION TO MERGE WITH NEON COMMUNICATIONS, INC.
Merger to Create Hosting, Managed Applications and Network Services Company
With Over 1,500 Customers, Diversified Revenue Base
and Fiber Infrastructure in Major Markets
New York, NY July 19, 2004 - Globix Corporation (OTCBB:GBXX), a provider of
managed applications and hosting services, announced today the execution of a
definitive merger agreement with NEON Communications, Inc. ("NEON"), a privately
held provider of optical networking services for customers in the Northeast and
mid-Atlantic markets. NEON's revenue for the year ended December 31, 2003 was
$41.6 million. Globix revenue for the year ended September 30, 2003 was $60.2
million. As a result of the merger, NEON will become a wholly owned subsidiary
of Globix, and holders of NEON common stock and warrants will receive
approximately 27.6 million shares of Globix common stock, representing
approximately 56.7% of the outstanding shares of common stock of the combined
company. The current owners of Globix common stock are expected to continue to
hold approximately 81% of the Globix common stock following the merger, due to
cross ownership between the two companies.
The transaction is subject to a number of conditions, including approval of the
merger by NEON stockholders, the registration of the Globix common stock and
preferred stock to be issued in the merger and other regulatory approvals.
Under the merger agreement, holders of NEON common stock, options and warrants
will receive 1.2748 shares of Globix common stock for each share of common
stock, options or warrants owned by the holder. At the closing, the combined
company's cash will be used to redeem one third of its preferred stock and
accrued dividends at closing and Globix will issue convertible preferred stock
for the balance. Assuming a September 30, 2004 closing, NEON preferred
stockholders will receive in the aggregate approximately $5.1 million in cash
and approximately 1,152,948 shares of a class of Globix preferred stock to be
created in the merger, having an aggregate liquidation value of approximately
$10.2 million. The new Globix preferred stock will vote together with the common
stock and will be convertible into shares of Globix common stock. The Globix
preferred stock will accrue dividends at a rate of 12% per annum and will be
redeemable only at the option of Globix, and at the option of the holders upon a
change in control. The merger
is also conditioned upon a debt for equity exchange where, in a private
transaction, certain of Globix's senior secured note holders will exchange $12.5
million in principal and accrued interest of its 2008 senior notes for
approximately 4,545,455 shares of Globix common stock.
The merger agreement calls for the Board of Globix to include 4 members of the
Board of Directors of NEON, 4 members of the current Globix Board and 1 member
who currently serves on both the Globix and the NEON Boards.
Following the merger, Globix will continue its business and operations and will
incorporate NEON's brand name and operations. The combined company will have
offices in New York, Boston, Washington, D.C., Atlanta, Santa Clara, California,
and London, as well as network presence in Chicago, Los Angeles, Seattle,
Atlanta, New York, Washington DC., London and throughout markets in the
telecommunications corridor of the 12 state Northeast and mid-Atlantic regions.
Data center locations will be in New York, Atlanta, Santa Clara, California and
London as well as remote data center and co-location sites integrated along
NEON's fiber network in New York, Baltimore, Philadelphia, northern New Jersey
and throughout New England. The combined company expects to maintain its'
respective network operation centers to insure network and systems performance
in conjunction with all service level agreements.
Describing the impact of the merger, Pete Stevenson, President and CEO of Globix
stated, "The merger creates a win-win for the combined companies' investors and
customers. It's a merger consistent with our growth plans and provides a
significant level of vertical integration for the combined entity. We expect
that cost savings achieved by combining operations will help fuel the growth of
new transport, IP and value added services."
"By combining the talented work forces, systems, products and capital resources
of each company we will be in a good position to continue NEON's network
development and integrate Globix's IP and infrastructure management services
with ours for expansion into additional markets", stated Steve Courter, Chairman
and CEO of NEON.
About NEON:
NEON Communications, Inc. (http://www.neoninc.com) is a privately held
facilities-based wholesale provider of high bandwidth, advanced optical
networking solutions and services to communications companies and enterprise
customers on intercity, regional, and metro networks in the Northeast and
mid-Atlantic markets. The Company's corporate headquarters is located at 2200
West Park Drive, Westborough, Massachusetts 01581.
About Globix:
Globix (http://www.globix.com) (OTCBB:GBXX) is a leading provider of
application, media and infrastructure management services. Globix provides
flexible business solutions which combine skills, support, technology and
experience to enable our customers to use the Internet as a way to provide
business benefits and sustain a competitive advantage. By managing complex
applications, media and infrastructure
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environments, we help our clients protect Internet revenue streams, improve user
satisfaction and reduce technology operating costs and risks. Our clients
include operating divisions of Fortune 100 companies as well as mid-sized
enterprises in a number of vertical markets including media and publishing,
technology, financial services, health care and government. Globix and its
subsidiaries have operations in New York, NY, London, UK, Santa Clara, CA,
Fairfield, NJ, Reston, VA and Atlanta, GA.
Where to Find Additional Information about the Transaction
This announcement is not a recommendation, an offer to purchase or a
solicitation of an offer to sell Globix shares. Globix will file with the
Securities and Exchange Commission (the "SEC") a registration statement on Form
S-4, including a proxy statement/prospectus relating to the NEON stockholders
meeting and the issuance of the Globix common stock in connection with the
merger. Investors and stockholders of NEON and Globix are urged to read these
documents carefully when they become available because they will contain
important information about Globix, NEON and the proposed transaction. Investors
and stockholders of NEON and Globix can obtain these documents when they are
filed and become available free of charge from the SEC's website at www.sec.gov.
A free copy of these documents (when they become available), and any other
document filed by Globix with the SEC, may also be obtained from Globix upon
written request or from Globix's website at www.globix.com.
Globix, NEON and their respective directors and officers may be deemed
participants in the solicitation of proxies from stockholders of NEON with
respect to the transactions contemplated by the merger agreement. A description
of any interests that they may have in transaction will be included in the proxy
statement/prospectus.
Risk Factors and Forward-Looking Information
This press release contains forward-looking statements within the meaning of
Section 21E of the Securities and Exchange Act of 1934. These statements are
based on current information and expectations and are subject to risks and
uncertainties that could cause the company's actual results to differ materially
from those expressed or implied in the forward-looking statements. These risks
and uncertainties include: the company's ability to retain existing customers
and attract new customers; its ability to match its operating cost structure
with revenue to achieve positive cash flow; the sufficiency of existing cash and
cash flow to complete the company's business plan and fund its working capital
requirements; the insolvency of vendors and other parties critical to the
company's business; the company's existing debt obligations and history of
operating losses; its ability to integrate, operate and upgrade or downgrade its
network; the company's ability to recruit and retain qualified personnel needed
to staff its operations; potential market or technological changes that could
render the company's products or services obsolete; changes in the regulatory
environment; and other changes that are discussed in the company's Annual Report
on Form 10-K and other documents that the company files with the SEC.
Media Contacts:
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Chris Capra / Paul Del Colle
Lotus Public Relations
212-922-5885
chris.capra@lotus-pr.com / paul.delcolle@lotus-pr.com
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