February 14, 2005 – LAWFUEL – The Law News Network – Davis Polk & War…

February 14, 2005 – LAWFUEL – The Law News Network – Davis Polk & Wardwell is advising MCI, Inc. on its acquisition by Verizon Communications Inc. MCI is a Virginia-based long-distance communications provider. Based in New York, Verizon is the largest telecommunications services provider in the United States.

Under the terms of the acquisition agreement, MCI shareholders will receive 0.4062 shares of Verizon common stock for each common share of MCI, as well as $1.50 per MCI share in cash, subject to adjustment at closing. In addition, MCI will pay its shareholders quarterly and special dividends of $4.50 per share (including the 40-cent per share quarterly dividend approved by MCI’s board of directors on Friday, February 11, 2005). The deal values MCI at approximately $6.7 billion. The transaction, approved by the board of directors of both companies, is subject to regulatory and shareholder approval.

MCI’s board of directors chose the final Verizon proposal over competing proposals from Qwest Communications International Inc.

The Davis Polk corporate team includes partners Phillip R. Mills and Michael Kaplan and associates Michael Davis, Sheel G. Parekh, Christopher Woo and Victoria E. Bonnardel (for Verizon) and Nicolas McKee and Tom Kozak (for Qwest). Partners Michael Mollerus and Kathleen L. Ferrell and associate Nora N. Muller are providing tax advice. Partners Barbara Nims and Edmond T. FitzGerald and associate Kyoko T. Lin are providing employment advice. Partner Gail A. Flesher and associate Sharon L. Crane are providing environmental advice. All lawyers work in the New York office.

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