* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
CenturyLink, Inc. ("CenturyLink") and its wholly owned subsidiary, Mimi Acquisition Company ("MergerSub"), entered into an Agreement and Plan of Merger, dated as of April 26, 2011 (the "Merger Agreement"), with SAVVIS, Inc. ("Savvis"), pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into Savvis (the "Merger"), with Savvis continuing as a wholly owned subsidiary of CenturyLink. (Continued in Footnote (2)) |
(2) |
Concurrently with entering into the Merger Agreement, Welsh, Carson, Anderson & Stowe VIII, L.P. and certain related parties (the Concurrently with entering into the Merger Agreement, Welsh, Carson, Anderson & Stowe VIII, L.P. and certain related parties (the "WCAS Stockholders") entered into a Voting Agreement, dated as of April 26, 2011, with CenturyLink (the "Voting Agreement"), pursuant to which the WCAS Stockholders have agreed to vote all shares of Savvis common stock owned by them (i) in favor of the adoption of the Merger Agreement and any action reasonably requested by CenturyLink in furtherance thereof, and (ii) against any alternative takeover proposal with a third party and any action involving Savvis that is intended, or would reasonably be expected, to interfere with or delay the Merger, among other things. (Continued in Footnote (3)) |
(3) |
The Voting Agreement also prohibits the WCAS Stockholders from soliciting, or participating in discussions or negotiations or providing information with respect to, alternative takeover proposals, subject to certain exceptions. The WCAS Stockholders also have agreed to comply with restrictions on the disposition and encumbrance of their shares and to refrain from taking certain other actions. The WCAS Stockholders have waived their dissenters rights with respect to the Merger. As of the date hereof, the shares covered by the Voting Agreement consist of 13,105,304 shares of Savvis common stock, par value $0.01 per share (the "Common Stock"), beneficially owned by the WCAS Stockholders. (Continued in Footnote (4)) |
(4) |
As a result of the Voting Agreement, CenturyLink may be deemed to be the beneficial owner of 13,105,304 shares of Common Stock held by the WCAS Stockholders, or approximately 22.8% of the issued and outstanding shares of Common Stock based on the number of shares represented by Savvis to CenturyLink in the Merger Agreement as being issued and outstanding as of the close of business on April 25, 2011. The filing of this Initial Statement of Beneficial Ownership of Securities on Form 3 shall not be construed as an admission by CenturyLink that it is the beneficial owner of any shares of Common Stock for purposes of Section 13(d), 13(g) or 16 of the Exchange Act, and such beneficial ownership is expressly disclaimed. Furthermore, because CenturyLink does not have any pecuniary interest in the shares covered by the Voting Agreement, beneficial ownership over such shares is expressly disclaimed for reporting purposes. |