MCI said its board will respond to Qwest's new offer by the close of business March 28.
DENVER — In the biggest telecom takeover battle since it won US West in 1999, Qwest boosted its bid to acquire MCI yesterday, hopeful that $8.45 billion will be enough to break up the long-distance carrier’s plan to merge with Verizon.
The nearly half-billion dollar increase — making Qwest’s offer $1.8 billion higher than MCI’s deal with Verizon — was sure to intensify pressure on MCI’s board to either switch merger partners or squeeze more money from Verizon.
MCI said its board will respond to Qwest’s new offer by the close of business March 28.
Verizon responded by repeating its contention that both Qwest and its offer were financially dubious. The company declined to say whether it might consider renegotiating the price.
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“Unless Verizon raises their offer, they are out of the picture,” Leon Cooperman, whose hedge fund is one of MCI’s 10 largest shareholders, said in an e-mail. His Omega Advisors owned 2.9 percent of MCI’s shares as of December. “Qwest can still go higher if they have to.”
Cooperman is among holders of at least 26 percent of MCI’s stock who say the offer from Verizon, announced last month, is too low and want MCI Chief Executive Officer Michael Capellas to negotiate a better deal. The bid from Verizon, the largest U.S. phone company, is valued at $20.30 a share, 22 percent lower than Qwest’s revised proposal.
Qwest offered $26 a share for MCI, adding cash to its previous offer of $24.60, Qwest said in a filing to the Securities and Exchange Commission yesterday. Qwest would pay $15.50 in stock and $10.50 in cash for each MCI share.
Qwest CEO Richard Notebaert and Verizon CEO Ivan Seidenberg want MCI’s 140-nation voice-and-data network and its contracts with large corporations. The deal would help Verizon keep up with SBC Communications, which would become the largest U.S. phone company through its planned purchase of AT&T.
“No matter how you look at this, the MCI shareholder is far better off having a Qwest-MCI combination,” Notebaert said in an interview yesterday. “When you look at this from the eyes of the shareowner, the shareowner has already voted.”
Notebaert, 57, said he presented the offer to MCI’s board last night at a dinner meeting. “What we did was show them why this is so much better for the shareowner of MCI,” he said.
“Qwest clearly has the better offer,” said Bruce Berkowitz, president of Fairholme Capital Management, which was MCI’s fourth-largest stockholder, with a 3.4 percent stake, in December. Still, Qwest’s proposal remains “too low.”
Verizon should pay at least $30 a share, he said.
Many observers expect Verizon to pay more, but that it might not need to match Qwest’s offer since it is still MCI’s first choice.
Verizon would have five days to make a counter offer, should MCI decide that Qwest’s plan is superior. If MCI agrees to be bought by another company, Verizon would be entitled to a $200 million fee from MCI for breaking the sale contract.
Shares of MCI fell 45 cents to $23.30 yesterday. Qwest slipped 8 cents to $3.74, and Verizon dropped 13 cents to $35.21.
Including the terms announced yesterday, Qwest has sweetened the takeover offer three times. The most recent offer, for $8 billion, was made Feb. 11 and revised two weeks later to pay shareholders cash sooner and protect them against a 10 percent decline in Qwest’s share price. The proposal included $9.10 in cash and $15.50 in Qwest shares.
“We have a superior bid by a huge margin any way you cut it,” Notebaert said.
Verizon’s bid includes 0.4062 of its own shares, $1.50 in cash, and $4.50 in dividends for each MCI share.
MCI directors accepted Verizon’s lower offer Feb. 13 because they consider Verizon a stronger financial partner and had concerns about liabilities related to $2.5 billion in misreported sales at Qwest in 2000 and 2001.
“Qwest’s most recent bid does nothing to address the fundamental concerns we have identified, while increasing the amount of cash to be paid out to shareholders exacerbates the risks,” Verizon spokesman Peter Thonis said.
MCI was known as WorldCom until it emerged from Chapter 11 bankruptcy last April. The company’s former CEO, Bernard Ebbers, was found guilty March 15 in federal court of orchestrating the $11 billion accounting fraud that drove WorldCom into bankruptcy in July 2002.