| Fri 8 Jun 2001, 0:00 | | Dimension Data Announces Early Termination Of Anti |
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WAITING PERIODS IN CONNECTION WITH ITS PENDING
ACQUISITION OF PROXICOM
PRESS RELEASE
Thursday, 7 June, 2001
London, England (June 7, 2001) - Dimension Data Holdings plc ("Dimension
Data") announced that on June 5, 2001 the United States Federal Trade
Commission granted early termination of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), in
connection with Dimension Data's pending acquisition of Proxicom, Inc.
("Proxicom," Nasdaq: PXCM). Additionally, the German Federal Cartel Office
("FCO") gave clearance for the transaction as required by the Act Against
Restraints of Competition on June 7, 2001.
As previously announced, Putter Acquisition Corp., an indirect wholly-owned
subsidiary of Dimension Data, is offering to purchase all of the outstanding
shares of common stock of Proxicom for $7.50 per share in cash. The offer
is being made pursuant to the Agreement and Plan of Merger among Dimension
Data, Proxicom, and Putter Acquisition Corp., which the parties announced on
May 11, 2001. The tender offer is conditioned upon, among other things,
Proxicom stockholders validly tendering (and not properly withdrawing)
before the expiration of the tender offer that number of shares representing
(together with any shares then owned by Dimension Data and its affiliates)
at least a majority of shares of Proxicom then outstanding on a fully-
diluted basis, and the expiration or early termination of the HSR waiting
period and clearance by the FCO. The tender offer and withdrawal rights are
scheduled to expire at 12:00 midnight, New York City time, on Thursday, June
14, 2001, unless extended.
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
Patrick Quarmby, Corporate Finance Director,
+27 82 900 7490
Samantha Presbury, Public Relations,
+27 83 450 9090
Louise Taylor, UK Corporate Communications
+ 44 20 7659 1600
Chris Wolf, US Marketing
+1 781 929 0307
Proxicom, Inc.
Kenneth Tarpey, Executive Vice President and CFO
+1 703 262 3200
Geary Campbell, Corporate Public Relations
+1 703 262 6134
Corey Cutler/Meredith Pudalov, Morgen-Walke Associates
+1 212 850 5600
Merrill Lynch & Co.
Tim Pratelli, UK
+44 20 7772 1000
Sam Schwartz, US
+1 212 449 1000
Nick Pagden, SA
+27 11 305 5555
Deutsche Bank AG
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
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 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. As of March 31, 2001, Proxicom had net assets of
$148 million and profits before taxation for the year ended December 31,
2000 of $4.6 million.
THIS DOCUMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SECURITIES. THE TENDER OFFER REFERRED TO HEREIN IS BEING MADE ONLY
THROUGH THE OFFER TO PURCHASE, DATED MAY 17, 2001, AND RELATED LETTER OF
TRANSMITTAL. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ
THE TENDER OFFER STATEMENT OF DIMENSION DATA WHICH HAS BEEN FILED BY
DIMENSION DATA WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND
THE SOLICITATION/RECOMMENDATION STATEMENT OF PROXICOM WHICH HAS BEEN FILED
BY PROXICOM WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE STATEMENTS
AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE AT: HTTP://WWW.SEC.GOV.
THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR
FREE BY DIRECTING SUCH REQUESTS TO DIMENSION DATA. THE
SOLICITATION/RECOMMENDATION STATEMENT AND RELATED MATERIALS MAY ALSO BE
OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO PROXICOM INVESTOR RELATIONS.
THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE BASED ON
DIMENSION DATA'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 UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.
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