May 17, 2000
Dear Stockholder:
I am pleased to inform you that on May 7, 2000, Verio Inc. ("Verio") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with NTT
Communications Corporation ("NTT Communications"), a wholly-owned subsidiary
of Nippon Telegraph and Telephone Corporation ("NTT"), and its wholly-owned
subsidiary, Chaser Acquisition, Inc. (the "Purchaser"), that provides for the
acquisition of Verio by NTT Communications through the Purchaser at a price of
$60.00 per share of Verio's Common Stock ("Common Stock") (other than shares
of Common Stock already owned by NTT Communications and its subsidiaries) and
$62.136 per share of Verio's Series A 6.75% Convertible Preferred Stock
("Preferred Stock").
Under the terms of the Merger Agreement, the Purchaser has commenced today a
cash tender offer to purchase all Common Stock (other than shares already
owned by NTT Communications and its subsidiaries) at a price of $60.00 per
share and all Preferred Stock at a price of $62.136 per share, plus, if the
purchase of the shares of Preferred Stock pursuant to the tender offer occurs
after July 31, 2000, accumulated and unpaid dividends on each share of
Preferred Stock, net to tendering stockholders in cash, without interest. The
tender offer is currently scheduled to expire at 12:00 o'clock midnight New
York time on Wednesday, June 14, 2000.
Following the successful completion of the tender offer, the Purchaser will
be merged into Verio and all shares not purchased in the tender offer (other
than shares held by dissenting stockholders, if applicable) will be converted
into the right to receive in cash the same price per share as paid in the
tender offer, without interest.
Your Board of Directors has unanimously (with the exception of the designee
of NTT Communications on the Board) approved the Merger Agreement, the tender
offer, and the merger and has determined that the terms of the tender offer
and the merger are fair to and in the best interests of holders of Xxxxx's
Common Stock and Preferred Stock. Accordingly, the Board of Directors
recommends that you accept the tender offer and tender your Verio stock to the
Purchaser pursuant to the tender offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors that are described in the enclosed
Schedule 14D-9, including, among other things, the opinion of Xxxxxxx Xxxxx
Xxxxxx Inc. that the consideration to be received in the tender offer and the
merger, taken together, is fair to holders of Common Stock and Preferred Stock
from a financial point of view as of the date of such opinion.
Also accompanying this letter is a copy of the Purchaser's Offer to Purchase
and related materials, including a letter of transmittal for use in tendering
your shares. These documents set forth the terms and conditions of the
Purchaser's tender offer and provide instructions as to how to tender your
shares. We urge you to read each of the enclosed materials carefully.
On behalf of the Board of Directors,
Very truly yours,
Xxxxxx X. Xxxxxxx
Chief Executive Officer and Director
Enclosures
