REG-VerizonCommunication: Verizon to Acquire AOL <Origin Href="QuoteRef">VZ.N</Origin>

Verizon CommunicationsAnnouncement

12/05/2015 12:00

Verizon to Acquire AOL



Deal Creates Unique and Scaled Digital Media Platforms for Consumers,
Advertisers and Partners

NEW YORK, May 12, 2015 -- Taking another significant step in
building digital and video platforms to drive future growth, Verizon
Communications Inc. (NYSE, Nasdaq: VZ) today announced the signing of an
agreement to purchase AOL Inc. (NYSE: AOL) for $50 per share -- an estimated
total value of approximately $4.4 billion.

Verizon's acquisition further drives its LTE wireless video and OTT
(over-the-top video) strategy. The agreement will also support and connect to
Verizon's IoT (Internet of Things) platforms, creating a growth platform from
wireless to IoT for consumers and businesses.

AOL is a leader in the digital content and advertising platforms space, and the
combination of Verizon and AOL creates a scaled, mobile-first platform offering
directly targeted at what eMarketer estimates is a nearly $600 billion global
advertising industry. AOL's key assets include its subscription business; its
premium portfolio of global content brands, including The Huffington Post,
TechCrunch, Engadget, MAKERS and AOL.com, as well as its millennial-focused
OTT, Emmy-nominated original video content; and its programmatic advertising
platforms.

Lowell McAdam, Verizon chairman and CEO, said: "Verizon's vision is to provide
customers with a premium digital experience based on a global multiscreen
network platform. This acquisition supports our strategy to provide a
cross-screen connection for consumers, creators and advertisers to deliver that
premium customer experience."

He added, "AOL has once again become a digital trailblazer, and we are excited
at the prospect of charting a new course together in the digitally connected
world. At Verizon, we've been strategically investing in emerging technology,
including Verizon Digital Media Services and OTT, that taps into the market
shift to digital content and advertising. AOL's advertising model aligns with
this approach, and the advertising platform provides a key tool for us to
develop future revenue streams."

Tim Armstrong, AOL chairman and CEO, will continue to lead AOL operations after
closing.

Armstrong said, "Verizon is a leader in mobile and OTT connected platforms, and
the combination of Verizon and AOL creates a unique and scaled mobile and OTT
media platform for creators, consumers and advertisers. The visions of Verizon
and AOL are shared; the companies have existing successful partnerships, and we
are excited to work with the team at Verizon to create the next generation of
media through mobile and video."

The transaction will take the form of a tender offer followed by a merger, with
AOL becoming a wholly owned subsidiary of Verizon upon completion.

The transaction is subject to customary regulatory approvals and closing
conditions and is expected to close this summer.

Verizon expects to fund the transaction from cash on hand and commercial paper.
The company also continues to expect to return to pre-Vodafone transaction
credit ratings in the 2018-2019 timeframe.

Transaction advisers for Verizon were LionTree Advisors; Guggenheim Partners;
and Weil, Gotshal & Manges. AOL advisers were Allen & Company LLC and Wachtell,
Lipton, Rosen & Katz.

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 www.verizon.com/about/rss-feeds/.

Forward-Looking Statements

In this communication we have made forward-looking statements. These statements
are based on our estimates and assumptions and are subject to risks and
uncertainties. Forward-looking statements include the information concerning
our possible or assumed future results of operations. Forward-looking
statements also include those preceded or followed by the words "anticipates,"
"believes," "estimates," "hopes" or similar expressions. 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, along with those discussed in our filings with the
Securities and Exchange Commission (the "SEC"), could affect future results and
could cause those results to differ materially from those expressed in the
forward-looking statements: adverse conditions in the U.S. and international
economies; the effects of competition in the markets in which we operate;
material changes in technology or technology substitution; disruption of our
key suppliers' provisioning of products or services; changes in the regulatory
environment in which we operate, including any increase in restrictions on our
ability to operate our networks; breaches of network or information technology
security, natural disasters, terrorist attacks or acts of war or significant
litigation and any resulting financial impact not covered by insurance; our
high level of indebtedness; an adverse change in the ratings afforded our debt
securities by nationally accredited ratings organizations or adverse conditions
in the credit markets affecting the cost, including interest rates, and/or
availability of further financing; material adverse changes in labor matters,
including labor negotiations, and any resulting financial and/or operational
impact; significant increases in benefit plan costs or lower investment returns
on plan assets; changes in tax laws or treaties, or in their interpretation;
changes in accounting assumptions that regulatory agencies, including the SEC,
may require or that result from changes in the accounting rules or their
application, which could result in an impact on earnings; and the inability to
implement our business strategies.

Additional Information and Where to Find It

The tender offer for the outstanding shares of AOL Inc. ("AOL") has not yet
commenced.  This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell shares of
AOL, nor is it a substitute for the tender offer materials that Verizon
Communications Inc. ("Verizon") and its acquisition subsidiary will file with
the U.S. Securities and Exchange Commission (the "SEC") upon commencement of
the tender offer.  At the time the tender offer is commenced, Verizon and its
acquisition subsidiary will file tender offer materials on Schedule TO, and AOL
will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. The tender offer materials (including an
Offer to Purchase, a related Letter of Transmittal and certain other tender
offer documents) and the Solicitation/Recommendation Statement will contain
important information.  Holders of shares of AOL are urged to read these
documents when they become available because they will contain important
information that holders of AOL securities should consider before making any
decision regarding tendering their securities.  The Offer to Purchase, the
related Letter of Transmittal and certain other tender offer documents, as well
as the Solicitation/Recommendation Statement, will be made available to all
holders of shares of AOL at no expense to them.  The tender offer materials and
the Solicitation/Recommendation Statement will be made available for free at
the SEC's website at www.sec.gov.  Additional copies may be obtained for free
at Verizon's website at www.verizon.com/about/investors or by contacting
Verizon Investor Relations, Verizon Communications Inc., One Verizon Way,
Basking Ridge, NJ 07920.

SOURCE  Verizon Communications Inc. 

CONTACT:  Jim Gerace, Verizon, 212-395-2355, james.gerace@verizon.com; Eoin
Ryan, AOL, 212-206-5025, eoin.ryan@teamaol.com; Bob Varettoni,
Verizon, 908-559-6388, robert.a.varettoni@verizon.com




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