Verizon Issues Statement on MCI

Apr 23, 2005, 01:00 ET from Verizon Communications Inc.

    NEW YORK, April 23 /PRNewswire/ -- Verizon Communications Inc. (NYSE:   VZ)
 today issued the following statement:
     Today MCI reiterated what it expressed over two weeks ago -- namely that
 it would deem a Qwest offer of $30 to be superior to the $23.10 provided under
 the current Verizon-MCI merger agreement -- apparently concluding that the
 difference was sufficient compensation for the increased risks associated with
 completing the transaction and executing the business plan thereafter.
     Verizon believes its pending transaction with MCI creates long-term, as
 well as short-term, value for the shareholders of both companies by protecting
 the integrity of MCI's business, ensuring that MCI's customers have continuing
 access to the best communications services, retaining key employees, and
 stabilizing MCI's financial position and prospects.
     Under the terms of the Verizon-MCI definitive merger agreement, Verizon
 may elect to require MCI to continue to finalize its proxy statement and to
 organize a meeting of MCI's shareholders to consider the agreed transaction
 with Verizon. Alternatively, Verizon may elect to terminate the agreement with
 MCI. Upon such a termination, Verizon would be entitled to be paid by MCI a
 $240 million break-up fee plus an expense reimbursement of up to $10 million,
 and the same amounts would be payable following an MCI shareholders meeting if
 the Verizon-MCI transaction were not approved and an agreement was signed with
     In light of the change in this process, we will consider all of our
 options and determine how best to serve Verizon shareholders.
     With more than $71 billion in annual revenues, Verizon Communications Inc.
 (NYSE:   VZ) is one of the world's leading providers of communications services.
 Verizon has a diverse work force of more than 210,000 in four business units:
 Domestic Telecom serves customers based in 29 states with wireline
 telecommunications services, including broadband and other services. Verizon
 Wireless owns and operates the nation's most reliable wireless network,
 serving 43.8 million voice and data customers across the United States.
 Information Services operates directory publishing businesses and provides
 electronic commerce services. International includes wireline and wireless
 operations and investments, primarily in the Americas and Europe. For more
 information, visit .
     VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches
 and biographies, media contacts, high quality video and images, and other
 information are available at Verizon's News Center on the World Wide Web at .  To receive news releases by e-mail, visit the
 News Center and register for customized automatic delivery of Verizon news
     In connection with the proposed acquisition of MCI, Verizon filed, with
 the SEC on April 12, 2005, a proxy statement and prospectus on Form S-4 that
 contain important information about the proposed acquisition. These materials
 are not yet final and will be amended. Investors are urged to read the proxy
 statement and prospectus filed, and any other relevant materials filed by
 Verizon or MCI because they contain, or will contain, important information
 about Verizon, MCI and the proposed acquisition. The preliminary materials
 filed on April 12, 2005, the definitive versions of these materials and other
 relevant materials (when they become available) and any other documents filed
 by Verizon or MCI with the SEC, may be obtained for free at the SEC's website
 at . Investors may also obtain free copies of these
 documents at , or by request to Verizon
 Communications Inc., Investor Relations, 1095 Avenue of the Americas, 36th
 Floor, New York, NY 10036. Free copies of MCI's filings are available at , or by request to MCI, Inc.,
 Investor Relations, 22001 Loudoun County Parkway, Ashburn, VA 20147. Investors
 are urged to read the proxy statement and prospectus and the other relevant
 materials when such other materials become available before making any voting
 or investment decision with respect to the proposed acquisition.
     Verizon, MCI, and their respective directors, executive officers, and
 other employees may be deemed to be participants in the solicitation of
 proxies from MCI shareowners with respect to the proposed transaction.
 Information about Verizon's directors and executive officers is available in
 Verizon's proxy statement for its 2005 annual meeting of shareholders, dated
 March 21, 2005.  Information about MCI's directors and executive officers is
 available in MCI's proxy statement for its 2005 annual meeting of
 stockholders, dated April 20, 2005.  Additional information about the
 interests of potential participants will be included in the registration
 statement and proxy statement and other materials filed with the SEC.
     NOTE: This document contains statements about expected future events and
 financial results that are forward-looking and subject to risks and
 uncertainties. For those statements, we claim the protection of the safe
 harbor for forward-looking statements contained in the Private Securities
 Litigation Reform Act of 1995. The following important factors could affect
 future results and could cause those results to differ materially from those
 expressed in the forward-looking statements: a significant change in the
 timing of, or the imposition of any government conditions to, the closing of
 the transaction; actual and contingent liabilities; and the extent and timing
 of our ability to obtain revenue enhancements and cost savings following the
 transaction. Additional factors that may affect the future results of Verizon
 and MCI are set forth in their respective filings with the Securities and
 Exchange Commission, which are available at
 and .

SOURCE Verizon Communications Inc.