Cable & Wireless Completes Tender Offer for Digital Island Common Stock; Announces Subsequent Offering Period.Business Editors LONDON & NEW YORK--(BUSINESS WIRE)--June 19, 2001 Cable and Wireless plc (LSE LSE - Language Sensitive Editor : CW.; NYSE NYSE See: New York Stock Exchange : CWP CWP Coal workers' pneumoconiosis, see there ) ("Cable & Wireless") and its wholly owned subsidiaries Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , Cable & Wireless USA, Inc. (Cable & Wireless USA") and Dali Acquisition Corp., announced today the completion of their tender offer for all of the issued and outstanding shares of common stock of Digital Island, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : ISLD ISLD International Society for Lasers in Dentistry ISLD Island ECN, Inc. (stock symbol) ) ("Digital Island"), which expired at 12:00 midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Monday, June 18, 2001. As of the expiration of the Offer, 65,806,609 shares of Digital Island common stock, representing approximately 80.0% percent of the total issued and outstanding shares, had been tendered pursuant to the Offer, including 7,924,361 shares tendered pursuant to notice of guaranteed delivery. Cable & Wireless, Cable & Wireless USA and Dali Acquisition Corp. have accepted all such shares for payment. Payment for validly tendered shares will be made promptly through Computershare Trust Company of New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , the Depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. for the Offer. As described in the Offer to Purchase, Cable & Wireless, Cable & Wireless USA and Dali Acquisition Corp. are providing for a subsequent offering period which begins today at 9:00 a.m., New York City time and expires at 12:00 midnight, New York City time, on Tuesday, July 17, 2001. During this subsequent offering period, shares of Digital Island common stock will be accepted and promptly paid for as they are tendered. The same per share consideration paid during the initial offering period will be paid during the subsequent offering period. Shares of Digital Island common stock tendered during the subsequent offering period may not be withdrawn. Also as described in the Offer to Purchase, following the subsequent offering period, Cable & Wireless intends to cause Dali Acquisition Corp. to merge with and into Digital Island. In connection with the merger, the remaining stockholders of Digital Island will receive the same per share consideration that they would have received in the Offer, subject to the exercise of appraisal rights Appraisal rights A right of shareholders in a merger to demand the payment of a fair price for their shares, as determined independently. under Delaware law. It is currently anticipated that the merger will be completed during the second half of the third calendar quarter of 2001. When the merger is completed, Digital Island will become a wholly owned subsidiary of Cable & Wireless. Cable & Wireless and Digital Island announced on Monday, May 14, 2001, the execution of a definitive merger agreement providing for the acquisition of Digital Island at a price of $3.40 per share in cash by means of a tender offer for all outstanding shares of Digital Island's common stock to be followed, upon the terms and subject to the conditions of the merger agreement, by a second step merger. The tender offer commenced on Monday, May 21, 2001. Investors and security holders are strongly advised to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer because they contain important information. The tender offer statement was filed by Cable & Wireless with the U.S. Securities and Exchange Commission (the "SEC") on May 21, 2001. The solicitation/recommendation statement was filed with the SEC by Digital Island on May 21, 2001. Investors and security holders may obtain a free copy of these statements and other documents filed by Cable & Wireless and Digital Island at the SEC's web site at www.sec.gov. Forward-looking Language This news release contains certain forward-looking statements, including, without limitation, statements concerning Cable & Wireless' and Digital Island's operations, economic performance and financial condition. These forward-looking statements are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Actual results could differ materially from the results referred to in the forward-looking statements. These forward-looking statements are based largely on Cable & Wireless' and Digital Island's current expectations and are subject to a number of risks and uncertainties, including, without limitation, risks and uncertainties indicated from time to time in Cable & Wireless' and Digital Island's filings with the SEC. In light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-looking statements contained in this news release will in fact occur. Additionally, neither Cable & Wireless nor Digital Island makes any commitment to disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that may bear upon forward-looking statements. |
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