REG-VerizonCommunication: Verizon Completes Acquisition of AOL <Origin Href="QuoteRef">VZ.N</Origin>

Verizon CommunicationsAnnouncement

23/06/2015 13:50

Verizon Completes Acquisition of AOL

NEW YORK, June 23, 2015  -- Verizon Communications Inc. (NYSE, Nasdaq: VZ) and
AOL Inc. (formerly NYSE: AOL) today announced the successful completion of
Verizon's tender offer to purchase all outstanding shares of AOL for $50.00 per
share in cash. The tender offer expired at 11:59 p.m. (New York City time) on
June 22, 2015.

Verizon subsequently completed the acquisition of the remaining eligible AOL
shares not acquired in the tender offer through a merger pursuant to Section
251(h) of the General Corporate Law of the State of Delaware. As a result, AOL
shares will no longer be traded on the NYSE, and AOL is now a wholly owned
subsidiary of Verizon.

As of the expiration of the tender offer, approximately 47,522,501 shares were
validly tendered and not withdrawn in the tender offer, representing 60.37
percent of AOL's outstanding shares, according to the depositary for the tender
offer. Notices of Guaranteed Delivery were delivered with respect to 2,767,607
additional shares, representing approximately 3.52 percent of AOL's shares,
according to the depositary. Verizon has accepted for payment and will promptly
pay for all validly tendered (and not withdrawn) shares.

All eligible AOL shares that were not validly tendered have been converted into
the right to receive $50.00 per share in cash, without interest and less any
applicable withholding taxes -- the same price paid in the tender offer.

In an expanded role, AOL CEO Tim Armstrong continues to lead AOL operations
after the closing, and Bob Toohey, president of Verizon Digital Media Services,
will report to Armstrong. Verizon Digital Media Services uses world-class
technology to help companies prepare, deliver and display digital media content
including video, web pages, applications, mobile ads and live events on any
screen. Armstrong will report to Marni Walden, Verizon executive vice president
and president of Product Innovation and New Businesses.

Media Call - Tuesday, June 23, 2015, 10 a.m. Eastern Time

Verizon and AOL will host a joint news media call with Armstrong and Walden to
discuss the transaction today at 10 a.m. Eastern Time. Parties in the United
States and Canada may call toll-free 866-515-2907, and other international
parties may call 617-399-5121. Participants should reference the "AOL Verizon
Close" call and passcode 34709946 when dialing in. A replay will not be made
available.

AOL is a media technology company with a mission to simplify the internet for
consumers and creators by unleashing the world's best builders of culture and
code. As one of the largest online properties in the U.S., with approximately
200 million monthly consumers of its premium brands, AOL is at the center of
disruption of how content is being produced, distributed, consumed and
monetized by connecting publishers with advertisers on its global, programmatic
content and advertising platforms. AOL's opportunity lies in shaping the future
of the digitally connected world for decades to come.

Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in New York, is a
global leader in delivering broadband and other wireless and wireline
communications services to consumer, business, government and wholesale
customers. Verizon Wireless operates America's most reliable wireless network,
with 108.6 million retail connections nationwide. Verizon also provides
converged communications, information and entertainment services over America's
most advanced fiber-optic network, and delivers integrated business solutions
to customers worldwide. A Dow 30 company with more than $127 billion in 2014
revenues, Verizon employs a diverse workforce of 176,200. For more information,
visit www.verizon.com/news /.

VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches and
biographies, media contacts and other information are available at Verizon's
online News Center at www.verizon.com/news /. The news releases are available
through an RSS feed. To subscribe, visit http://www.verizon.com/about/rss-feeds
/ /.


 

CONTACT: Media - Bob Varettoni, Verizon, 908-559-6388,
robert.a.varettoni@verizon.com; or Eoin Ryan, AOL, 212-206-5025,
eoin.ryan@teamaol.com


 



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