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