Metromedia Fiber Network to Acquire AboveNet Communications.

NEW YORK--(BUSINESS WIRE)--June 23, 1999--

High-bandwidth, Fiber-optic Infrastructure Provider

to Join Forces With a

Leading Provider of Internet Connectivity and Co-Location Solutions

Metromedia Fiber Network, Inc., an international provider of dedicated fiber optic networks within Tier One markets (NASDAQ:MFNX), and AboveNet Communications Inc. (NASDAQ:ABOV), the architect of a global one-hop network that brings together high-bandwidth content sites and ISPs in centralized co-location facilities, today announced that they had entered into a merger agreement.

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, when the acquisition is consummated AboveNet will become a wholly-owned subsidiary of Metromedia Fiber Network, Inc. In a stock exchange, the holders of AboveNet Common Stock will receive 1.175 shares of MFNX Class A Common Stock for each share of ABOV Common Stock. Upon completion of the transaction, AboveNet shareholders will own approximately 16.5% of the fully diluted aggregate number of Class A and Class B shares of Metromedia Fiber Network.

"This acquisition makes tremendous sense in terms of the compatibility of our two companies. With Metromedia Fiber Network's strategy of building high density fiber optic networks locally in Tier One markets, we are rapidly becoming the mode of transport for next generation communications. AboveNet's strategy is to facilitate the explosive growth of e-commerce and media applications by enabling service and content providers to deliver mission-critical applications with their one-hop global Internet Service Exchange. By combining Metromedia Fiber Network's virtually unlimited, pure photonic fiber network with AboveNet's high performance connectivity solutions, Internet traffic is able to flow more predictably, far more reliably and at far lower costs," said Howard Finkelstein, President of Metromedia Fiber Network.

"We are very excited about joining forces with Metromedia Fiber Network. In order to deliver critical Internet traffic on a global basis, we have developed network architecture that simplifies Internet transport dramatically. The combination of Metromedia Fiber Network and AboveNet provides customers, for the first time ever, seamless, point-to-point on-demand digital service," said Sherman Tuan, Chairman and Chief Executive Officer of AboveNet Communications.

Based on currently announced fiber optic networks, AboveNet will have access to Metromedia Fiber Network's planned network of over 1.1 million fiber miles in North America and Europe. Offering worldwide, end-to-end pure optical networks, the combined company will bring Internet communications services to consumers and business customers, further defining the bandwidth paradigm and accelerating broadband reliability, security, scalability and accessibility.

The transaction is subject to approval by shareholders of both companies, expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions as defined in the acquisition agreement. Certain of AboveNet's stockholders including its two largest stockholders and certain of its top executive officers have agreed to vote in favor of the merger. In addition, the holders of Metromedia Fiber Network's Class B Common Stock have agreed to vote in favor of the transaction. It is expected that the merger will be completed in the third quarter of 1999. As part of the transaction, AboveNet granted to Metromedia Fiber Network an option to acquire 19.9% of AboveNet's outstanding Common Stock.

AboveNet Communications is the architect of a global one-hop IP network and a leading provider of managed co-location and Internet connectivity solutions for content providers, ISPs and Application Service Providers (ASPs). AboveNet's extensive public and private peering arrangements with over 257 global networks gives its customers a broader reach for delivering content world-wide. Founded in 1996 with headquarters in San Jose, CA, AboveNet has campuses in San Jose, CA and Vienna, Virginia and sites in Europe and Asia.

Metromedia Fiber Network currently offers virtually unlimited bandwidth by providing dark fiber infrastructure to corporate, carrier and government customers. By installing dense, meshed network architecture directly into key commercial and carrier buildings by way of several diverse paths, MFN networks provide a dedicated, low-cost photonic transport vehicle for bandwidth-intensive users.

About Metromedia Fiber Network

Metromedia Fiber Network is building metropolitan fiber optic infrastructure in the local loop in strategic Tier One markets, enabling technologically sophisticated organizations to implement the latest data, video, Internet and multimedia applications. By offering virtually unlimited, unmetered bandwidth at a fixed cost, Metromedia Fiber Network is eliminating the bandwidth barrier and redefining the way broadband capacity is sold.

Utilizing Metromedia Fiber Network's infrastructure, customers are able to rapidly deploy state-of-the-art optical networks. Communications carriers and Internet Service Providers gain local loop connectivity to the most highly populated metropolitan areas. Corporate and government customers benefit from private building-to-building networks featuring the fastest transmission speeds available and the highest levels of reliability and security. For more information about Metromedia Fiber Network, please visit the company's Web site at www.mmfn.com.

About AboveNet Communications

AboveNet Communications is a leading provider of Internet connectivity and co-location solutions for high bandwidth and business-critical applications. AboveNet, headquartered in San Jose, California, is the architect of the Internet Service Exchange (ISX) - a world class network that provides co-location services and Internet connectivity for Content Providers and ISPs. The AboveNet Global One-Hop Network(tm) is designed to deliver fast, scalable and reliable connections to the Internet and improves the Internet experience for all end-users. With its Tier 1 status and ISO 9002 certification, AboveNet is seeking to serve the global community of the Internet. For more information on AboveNet and its service offerings call [phone] or visit the company's Web site at http://www.above.net.

This news release contains forward-looking statements that involve risks and uncertainties. Factors that could cause or contribute to such risks and uncertainties include, but are not limited to, general economic and business conditions, competition, changes in technology and methods of marketing, and various other factors beyond the Company's control. This also includes such factors as described from time to time in the SEC reports filed by Metromedia Fiber Network, including the most recently filed Forms 10-K and 10-Q.

AboveNet, Internet Service Exchange, ISX and AboveNet Global One-Hop Network are trademarks of AboveNet Communications, Inc. All other company or brand names may be trademarks of the respective companies with which they are associated.

The statements contained in this press release that are not purely historical are forward looking statements within the meaning of 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company's expectations, beliefs, hopes, intention or strategies regarding the future. Factors that could cause or contribute to such differences include risks related to the Company's services, including network scalability and Internet connectivity, the ability to develop, establish and operate planned ISX facilities, including European ISX facilities, the ability to maintain and increase peering relationships, intense competition, and other factors and risks discussed in the Company's registration statement on form S-1, filed with the Securities and Exchange Commission on April 7, 1999 and other reports filed from time to time with the Securities and Exchange Commission.