Global Voice Group has entered into a memorandum of understanding (MOU) with Viatel

February 6, 2006

2 Min Read

FRANKFURT -- The Board of Directors of Global Voice Group Ltd (“GVG” or the “Company”) wishes to announce that the Company has today entered into a memorandum of understanding (“MOU”) with Viatel Holding (Bermuda) Limited (the “Vendor”) for the Company and/or its subsidiaries (the “GVG Group”) to acquire certain network assets (the “Proposed Acquisition”) from the Vendor and/or its subsidiaries (the “Viatel Group”).

Salient Terms of the Proposed Acquisition

Under the terms of the MOU for the Proposed Acquisition, GVG Group will enter into a long term lease (the “Lease”) with respect to the following assets (collectively known as the “Assets”):-

(i) half of the Viatel Group’s network assets including half of the Viatel Group’s cross channel submarine cable capacity (the “Terrestrial Assets”), which assets include a long haul inter-city fibre network covering Germany, France, Belgium, Holland, Switzerland and the UK across 6,800 kilometres built at a cost of 1.2 bn Euros and

(ii) capacity on the leased backbone infrastructure leased by the Vendor from third party providers (the “3PP Assets”) relating to the support for the Assigned Contracts (defined herein).

In addition, GVG and the Vendor will enter into a put-and-call option agreement pursuant to which the Vendor may be required to sell and GVG may be required to buy the Terrestrial Assets (the “Option”) for a nominal sum, the Option to be effective any time after the expiry of a period to be agreed after the effective date of the lease.

The tenor of the Lease will be the shorter of 100 years (or such lesser period as is legally permissible for such leases under the relevant jurisdictions) or the economic life of the Assets. The Vendor will bear the existing operating costs associated with the Terrestrial Assets for a period of 24 months from the effective date of the Lease. Thereafter, GVG will bear its pro-rata share of the operating costs, subject to a ceiling of EUR 7.0 million per annum.

In addition to the grant of the Lease, the Vendor will assign or procure the assignment of the benefit of certain customer contracts to GVG (the “Assigned Contracts”).

Under the MOU, GVG and the Vendor also intend to form a 50:50 joint venture company to acquire new equipment to be leased to GVG and the Vendor for a nominal sum for the purposes of lighting additional capacity for the Assets and the Vendor’s network assets. GVG and the Vendor will contribute to the equity and/or debt funding required by the 50:50 joint venture

Global Voice Networks AG

Viatel Holding (Bermuda) Ltd. (OTC: VTLAF)

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