R.H. Donnelley Completes Acquisition of Dex Media; Creates Nation's Third Largest Yellow Pages Publisher With Significant Local Online Search Capabilities; Company Announces New Management Team
Cary, NC – 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
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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® (formerly SBC) Yellow Pages in Illinois and Northwest Indiana; Dex® Yellow Pages and Sprint Yellow Pages®. R.H. Donnelley's expanding presence on the Internet now includes the Best Red Yellow Pages® brand at www.bestredyp.com/ , in our AT&T Yellow Pages markets at www.chicagolandyp.com/ and local search services through DexOnline® at www.dexonline.com/ . Visit 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 www.sec.gov/ .
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