R.H. Donnelley Completes Acquisition of Dex Media
January 31 2006 - 12:13PM
PR Newswire (US)
Creates Nation's Third Largest Yellow Pages Publisher With
Significant Local Online Search Capabilities; Company Announces New
Management Team CARY, N.C., Jan. 31 /PRNewswire-FirstCall/ -- R.H.
Donnelley Corporation (NYSE:RHD) today announced that it has
completed its acquisition of Dex Media. The company is now the
nation's third largest Yellow Pages publisher (based on revenues)
with significant local online search capabilities and pro forma
annual revenue of more than $2.5 billion. "Today's closing marks an
important milestone for R.H. Donnelley and demonstrates our
commitment to delivering value to consumers, advertisers and
investors," said David C. Swanson, R.H. Donnelley's chief executive
officer. "By blending RHD's sales, execution and operating
expertise with Dex's product innovation and marketing capabilities,
we have the scale, skill and products to lead our industry into the
era of integrated local commercial search, print and online." The
combined company operates in 28 states across the U.S. with over
600 directories having a total circulation of 73 million, serving
over 600,000 local and national advertisers. "This is a merger of
two strong companies -- both market leaders -- that will be even
stronger together," said George A. Burnett, RHD's Board Chairman
and former President and CEO of Dex. "Our complementary
capabilities and limited market overlap position us for new
opportunities and continued industry leadership." With the
completion of the merger, owners of Dex shares will receive $12.30
in cash and 0.24154 of an RHD share for each share of Dex stock --
approximately $1.86 billion in cash and 36.5 million RHD shares,
for total equity consideration of approximately $4.2 billion.
Including the Dex Media debt assumed by RHD in connection with the
merger, the transaction has an enterprise value of approximately
$9.5 billion. Dex Media stock will no longer be traded. RHD also
repurchased the remaining outstanding convertible cumulative
preferred stock it issued upon completion of the Sprint Publishing
and Advertising acquisition in January 2003, which was held by
investment partnerships affiliated with The GS Capital Partners
Funds, Inc. for approximately $336 million including accrued
dividends. The preferred stock was convertible into approximately
5.2 million RHD common shares as of September 30, 2005. All
financings required to fund the merger consideration and the
repurchase of the preferred stock from GS Capital have been
completed. At the completion of the acquisition, RHD and Dex
shareholders owned approximately 47% and 53% of the combined
company, respectively. R.H. Donnelley will continue to be traded on
the New York Stock Exchange under the ticker symbol RHD and
continue to be headquartered in Cary, North Carolina. Swanson will
lead the company as CEO and the following individuals comprise the
new senior leadership team: * Peter McDonald, president and chief
operating officer * Steve Blondy, executive vice president and
chief financial officer * George Bednarz, senior vice president,
integration, corporate planning/administration and communications *
Bob Bush, senior vice president and general counsel * Al Duy,
senior vice president of information technology and publishing
services * Simon Greenman, senior vice president of digital
strategy, innovation and products * Maggie LeBeau, senior vice
president and chief marketing officer * Deb Ryan, vice president of
human resources The company also announced that the following
individuals would form its Board of Directors: * George A. Burnett
- Chairman * David C. Swanson - CEO and Director * James A. Attwood
* Michael P. Connors * Nancy E. Cooper * Anthony J. de Nicola * R.
Glenn (Glenn) Hubbard * Robert (Kam) Kamerschen * Russell T. (Russ)
Lewis * Alan F. Schultz * David M. Veit * Barry Lawson Williams *
Edwina D. Woodbury About R.H. Donnelley R.H. Donnelley (RHD) is the
nation's third largest Yellow Pages publisher with significant
online local search capabilities. The company has more than 4,000
employees operating in 28 states across the United States.
Everyday, consumers rely on the company's more than 600
directories, online city guides, and search websites to find
businesses that provide the services they need. RHD's directories,
which have a circulation of approximately 73 million, are marketed
under three of the industry's most recognized brands: AT&T(R)
(formerly SBC) Yellow Pages in Illinois and Northwest Indiana;
Dex(R) Yellow Pages and Sprint Yellow Pages(R). R.H. Donnelley's
expanding presence on the Internet now includes the Best Red Yellow
Pages(R) brand at http://www.bestredyp.com/, in our AT&T Yellow
Pages markets at http://www.chicagolandyp.com/ and local search
services through DexOnline(R) at http://www.dexonline.com/. Visit
http://www.rhd.com/ for more information. Safe Harbor Provision
Certain statements contained in this press release regarding R.H.
Donnelley's future operating results or performance or business
plans or prospects and any other statements not constituting
historical fact are "forward-looking statements" subject to the
safe harbor created by the Private Securities Litigation Reform Act
of 1995. Where possible, the words "believe," "expect,"
"anticipate," "intend," "should," "will," "planned," "estimated,"
"potential," "goal," "outlook," and similar expressions, as they
relate to R.H. Donnelley, have been used to identify such
forward-looking statements. All forward-looking statements reflect
only R.H. Donnelley's current beliefs and assumptions with respect
to future business plans, prospects, decisions and results, and are
based on information currently available to R.H. Donnelley.
Accordingly, the statements are subject to significant risks,
uncertainties and contingencies which could cause R.H. Donnelley's
and actual operating results, performance or business plans or
prospects to differ materially from those expressed in, or implied
by, these statements. Such risks, uncertainties and contingencies
include, but are not limited to, statements about the benefits of
the merger between R.H. Donnelley and Dex Media, including future
financial and operating results, R.H. Donnelley's plans,
objectives, expectations and intentions and other statements that
are not historical facts. The following factors, among others,
could cause actual results to differ from those set forth in the
forward-looking statements: (1) the risk that the businesses will
not be integrated successfully; (2) the risk that the expected
strategic advantages and cost savings from the merger may not be
fully realized or may take longer to realize than expected; (3)
disruption from the merger making it more difficult to maintain
relationships with customers, employees or suppliers; and (4)
general economic conditions and consumer sentiment in our markets.
Additional factors that could cause R.H. Donnelley's results to
differ materially from those described in the forward- looking
statements are described in detail in the registration statement on
Form S-4 that R.H. Donnelley filed with the Securities and Exchange
Commission (the "SEC") (Registration No. 333-129539), which
contains the joint proxy statement/prospectus relating to the
transaction, R.H. Donnelley's Annual Report on Form 10-K, as
amended, for the fiscal year ended December 31, 2004 in Item 7
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," Dex Media's Annual Report on Form 10-K for
the fiscal year ended December 31, 2004 in Item 1 "Business" and
Item 7 "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Standalone Company and elsewhere in Dex
Media's Report," as well as R.H. Donnelley's and Dex Media's other
periodic filings with the SEC that are available on the SEC's
website at http://www.sec.gov/. DATASOURCE: R.H. Donnelley
Corporation CONTACT: Investors, Jim Gruskin, +1-800-497-6329, or
Media, Lara Travars, +1-919-297-1132, or Jerry Brown,
+1-303-784-2451, all for R.H. Donnelley Corporation Web site:
http://www.bestredyp.com/ Web site: http://www.chicagolandyp.com/
Web site: http://www.dexmedia.com/ http://www.rhd.com/
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