MCI Says No to Qwest

April 6, 2005

MCI's board has said no to Qwest's latest merger offer. See the announcement here:

MCI Concludes Qwest Proposal Not Superior

MCI says that Verizon's offer provides more certainty on some key points, including:

* A guaranteed minimum of at least $23.50 per MCI share (including MCI's
March 15 dividend payment of $0.40 per share)

* Certainty of closing

* Realistic synergy projections

* Strength of capital structure

* The ongoing ability and commitment to sustain network service quality
and invest in new capabilities

Qwest, still insisting�that its offer is superior to Verizon's, issued its own statement, which you can read here:

Qwest Responds to MCI Board's Action; Qwest Weighing its Options; Shareholders Will Dictate Next Steps

Qwest believes its offer provides better value to shareholders because:

-- With a total cash and stock offer of $27.50, Qwest's bid stands at nearly a 20 percent premium over Verizon's offer of $23.10.

-- The cash component of Qwest's bid -- $13.50 per share -- is 62 percent greater than Verizon's $8.35 per share.

-- As a result of the roughly 40 percent equity stake MCI shareholders would have in a combined Qwest/MCI, shareholders will enjoy greater participation in synergies -- up to $17 per share. With a Verizon deal, MCI shareholders are left with a roughly four percent stake in a combined entity. Synergy upside in such a scenario is only about $1 for each MCI share.

-- Given the nature and geographic distribution of the combined Qwest/MCI assets, Qwest continues to assert that regulatory approval will be quicker, giving shareholders faster access to the proceeds and synergies of the combined organization.

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AB -- 4/6/05

Related Tags: qwest, Qwest, offer, share, shareholders, verizon