| Thu 10 May 2001, 0:00 | | Dimension Data's Proposal For Proxicom Declared "s |
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Dimension Data Holdings plc
(Incorporated in England and Wales under the United Kingdom Companies' Act 1985
with registered number 3704278)
(Registered as an external company in the Republic of South Africa with
registered number 2000/009053/10)
PRESS RELEASE
Thursday, 10 May, 2001
Dimension Data's Proposal for Proxicom Declared "Superior"
London, 10 May, 2001 - Dimension Data Holdings plc announced today that it has
been informed by Proxicom, Inc. (NASDAQ: PXCM) that Dimension Data's proposal
to acquire Proxicom at $7.50 per share in cash is a "Superior Proposal" as
defined in the merger agreement entered into on April 26, 2001 between Proxicom
and Compaq Computer Corporation.
Dimension Data has been informed that, in accordance with Proxicom's merger
agreement with Compaq, Proxicom has notified Compaq that it intends to
terminate the Compaq agreement and enter into agreements with Dimension Data,
if Compaq does not make, within three business days after receipt of Proxicom's
notice (prior to 5:00 pm New York City time on Monday, May 14, 2001), an offer
that the Board of Directors of Proxicom shall have concluded in good faith is
as favorable to the stockholders of Proxicom as the Dimension Data proposal.
Dimension Data is already one of the largest network systems integrators in the
US and believes that Proxicom is an ideal fit to enhance its e-business
integration model, which combines the integration skills of both network
infrastructure and application software.
The successful acquisition and integration of Proxicom would place Dimension
Data in a leading position to address the emerging requirement for integrated
networking and software solutions. The merger would uniquely position
Dimension Data to be able to offer customers a total solution ranging from
consulting and development of an e-business strategy to multichannel
connectivity, integration and managed services.
ends
Note to editors:
Dimension Data Holdings plc is a leading global network services and i-Commerce
solutions provider, focused on enabling enterprises, telecommunications service
providers and new economy companies to communicate and transact effectively in
an e-enabled environment.
Listed on the London Stock Exchange, Dimension Data is a constituent of the
FTSE 100 index. The Group operates in over 30 countries on six continents. It
has achieved a three-year compound annual growth rate in US dollars of 73% in
revenue and 36% in basic earnings per share. For more information, please go to
www.didata.com.
Proxicom, Inc. is a leading e-business consulting and development company that
delivers innovative Internet and multi-channel solutions for Global 1000
companies and other global, forward-thinking businesses. The company's 1,000
strategy, creative and technology professionals provide specialized e-business
development expertise for the following global practices: Automotive and
Manufacturing, Communications and High Tech, Consumer Goods and Retail, Energy,
Financial Services, Media and Entertainment and Service Industries. Founded in
1991, Proxicom has developed and built e-businesses for such blue-chip
companies as America Online, General Electric, General Motors, Merrill Lynch,
Marriott International, NBC, and Toyota Motor Sales, USA, among many others.
With its headquarters in Reston, Va., Proxicom has offices in Boston, Chicago,
Houston, London, Los Angeles, Munich, New York, Paris, Rome, San Francisco, and
Sausalito, Calif. For more information, please visit www.Proxicom.com.
THIS DOCUMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO
SELL SECURITIES. DIMENSION DATA HOLDINGS PLC HAS NOT YET COMMENCED ANY TENDER
OFFER BASED ON THE PROPOSAL DESCRIBED HEREIN. ANY TENDER OFFER WILL BE MADE
ONLY THROUGH AN OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL. INVESTORS
AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT,
IF AND WHEN SUCH DOCUMENT IS FILED AND BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. ANY SUCH TENDER OFFER STATEMENT WOULD BE FILED
BY DIMENSION DATA HOLDINGS PLC WITH THE SECURITIES AND EXCHANGE COMMISSION
(SEC). INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE TENDER
OFFER STATEMENT (IF AND WHEN FILED AND AVAILABLE) AND OTHER RELEVANT DOCUMENTS
ON THE SEC'S WEB SITE AT: HTTP://WWW.SEC.GOV. ANY SUCH TENDER OFFER STATEMENT
AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS
TO DIMENSION DATA HOLDINGS PLC AT 011-44-0793-2020-296.
THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE BASED ON DIMENSION
DATA HOLDINGS PLC'S CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS. WORDS SUCH
AS "EXPECTS," "ANTICIPATES," "FORECASTS," "INTENDS," "PLANS," "BELIEVES,"
"PROJECTS," AND "ESTIMATES," AND VARIATIONS OF SUCH WORDS AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES AND ARE BASED ON A NUMBER OF ASSUMPTIONS THAT COULD ULTIMATELY
PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THEY WILL PROVE
TO BE ACCURATE. ACTUAL RESULTS AND OUTCOMES MAY VARY MATERIALLY FROM WHAT IS
EXPRESSED OR FORECAST IN SUCH STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY ARE CHANGES IN COMPETITIVE OR ECONOMIC
CONDITIONS AFFECTING THE E-BUSINESS INTEGRATION INDUSTRY, PENDING OR FUTURE
LITIGATION, CHANGES IN CURRENT LAWS AND REGULATIONS, AND GENERAL DOMESTIC AND
INTERNATIONAL ECONOMIC AND POLITICAL CONDITIONS. DIMENSION DATA HOLDINGS PLC
UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
CONTACTS:
Dimension Data Holdings plc +27 11 709 1000
Dirk Ackerman, Global MD i-Commerce
Richard Came, Group Strategy & Marketing Director
Karen Cramer, Investor Relations
Louise Taylor, UK Corporate Communications +44 20 7659 1600
Merrill Lynch
Tim Pratelli, UK +44 20 7772 1000
Sam Schwarts, US +1 212 449 1000
Nick Pagden, SA +27 111 305 5555
Deutsche
David Weaver, UK +44 20 7545 8000
Andrew Bester, UK +44 20 7545 8000
John Zacamy, US +1 212 250 2500
Financial Dynamics +44 20 7831 3113
Giles Sanderson / James Melville-Ross
