HOLMDEL, N.J. -- Vonage Holdings Corp. (NYSE: VG) announced today that it has commenced a cash tender offer for any and all of its outstanding 5.0% Senior Unsecured Convertible Notes due 2010. The tender offer is being made in connection with the proposed refinancing of Vonage's debt announced last week.

Vonage is offering to purchase the notes at a price of $1,000 for each $1,000 of principal amount of notes tendered, plus accrued and unpaid interest up to, but not including, the date the notes are paid pursuant to the offer. The tender offer is conditioned upon $185,000,000 minimum principal amount of Notes being validly tendered and not properly withdrawn, the receipt by Vonage of the proceeds from a $95 million senior secured first lien credit facility and the issuance by Vonage and its wholly owned subsidiary, Vonage America Inc., as co-issuers, of $90 million of convertible secured second lien notes contemplated by the commitment letter, dated July 22, 2008, between Vonage and Silver Point Finance, LLC and satisfaction of certain other conditions.

Vonage Holdings Corp. (NYSE: VG)