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Terremark Announces Omnibus Settlement Regarding Acquisition by Verizon


This is a settlement for the Securities/Stock Fraud lawsuit.

Miami, FL: Terremark Worldwide, Inc. (NASDAQ:TMRK) today announced that it has entered into a memorandum of understanding (MOU) providing for the settlement of all eight putative class action lawsuits that have been brought in Delaware and Florida in connection with the previously announced Agreement and Plan of Merger dated January 27, 2011 among Terremark, Verizon Communications Inc. and Verizon Holdings Inc., whereby all outstanding shares of Terremark common stock will be acquired by Verizon in a tender offer and merger transaction for $19.00 net per share in cash.

Pursuant to the MOU, the parties have agreed to enter into a definitive stipulation of settlement (Definitive Settlement) that will settle all claims that were or could have been made in the lawsuits by all plaintiffs against Terremark and each of its directors, Verizon and all other defendants in connection with the Merger Agreement and the transactions contemplated thereby. The Definitive Settlement will provide that, upon the approval thereof by the Delaware Court of Chancery, all eight pending lawsuits will be dismissed with prejudice. There can be no assurance that the parties will enter into a Definitive Settlement or that the Delaware Court will approve it. If the Definitive Settlement is not approved by the Delaware Court, the settlement contemplated by the MOU would be null and void. If the Definitive Settlement is not approved, Terremark and the other defendants will continue to vigorously defend against the allegations set forth in the lawsuits.

Pursuant to the terms of the settlement, Terremark has agreed to make certain additional disclosures regarding the background of the events leading to the signing of the Merger Agreement on January 27, 2011 and with respect to certain of the analyses undertaken by Terremark's financial advisor in connection with such financial advisor's assessment of the fairness to Terremark's stockholders, from a financial point of view, of the $19.00 net per share tender offer price and merger consideration. Terremark and Verizon also have agreed to an amendment to the Merger Agreement to extend the initial expiration date of the tender offer to March 21, 2011 from the previous March 10, 2011 expiration date, eliminate a so-called "force-the-vote" covenant whereby, in certain limited circumstances Verizon previously could have required Terremark to hold a special meeting of the holders of common stock of Terremark to vote for the adoption of the Merger Agreement, notwithstanding a prior determination by Terremark's directors to withdraw their recommendation of the transaction, reduce to $40,000,000 from $52,500,000 the termination fee payable to Verizon under the circumstances contemplated by the Merger Agreement, and provide that Verizon will not under any circumstances exercise the "top-up"option granted to Verizon under the Merger Agreement.

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Published on Feb-28-11


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