360NETWORKS Inc – ‘425’ on 2/23/01 re: Netrail Inc

On:  Friday, 2/23/01, at 5:54pm ET   ·   Accession #:  912057-1-6549   ·   File #:  132-02028

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         2     11K 

425
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                       Filed by 360networks inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                                   Commission File No: 001-15841
                           Subject Companies: 360networks inc. and NetRail, Inc.

We urge you to read the Prospectus expected to be filed by 360networks inc. with
the Securities Exchange Commission in the near future, as part of a Registration
Statement, on Form F-4, because it will contain important information. The      
Prospectus will be sent to stockholders of NetRail, Inc. in connection with the 
solicitation of their approval of the proposed merger of NetRail, Inc. with a   
subsidiary of 360networks inc.                                                  

Once filed, you will be able to obtain a free copy of the Registration Statement
on Form F-4 and other documents filed by the companies with the Commission at   
the Commission's web site at www.sec.gov. The Registration Statement will also  
be available from the Commission's public reference room located at 450 Fifth   
Street, NW, Washington, D.C. 20549 or at one of the Commission's other public   
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Once   
filed, the Registration Statement also will be available from 360networks by    
contacting 360networks, 1500 - 1066 West Hastings Street, Vancouver, B.C.,      
Canada V6E 3X1, Attention: Nancy Bacchieri (206.239.4064)                       

*    *    *     

    The following press release was issued by 360networks on February 20, 2001

February 20, 2001                                                               

360networks TO ACQUIRE IP SERVICE PROVIDER NETRAIL

ACQUISITION PROVIDES 360networks WITH TIER 1 INTERNET PEERING AGREEMENTS

Vancouver -- 360networks today announced plans to acquire NetRail, Inc., a      
Tier 1 wholesale IP service provider, in an all-stock transaction.              

NetRail is an Atlanta-based independent provider of broadband services in the   
United States. NetRail's leased backbone network spans 32,000 kilometers (20,000
miles) and includes more than 50 points of presence (POPs) nationwide. NetRail's
customers include telecommunications companies, Internet service providers and  
application service providers.                                                  

"This acquisition accelerates our entry into the IP services market due to      
NetRail's established peering arrangements with all other Tier 1 Internet       
backbones," said Greg Maffei, chief executive officer of 360networks. "In       
addition, we will have access to a robust suite of IP products and services,    
more than 150 customers and an exceptional employee group with proven           
salespeople and experienced IP network engineers."                              

425
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
"We look forward to providing NetRail customers access to our seamless, global  
broadband solutions, and layering their existing traffic and adding new IP      
traffic onto our lower cost, optical mesh network," added Maffei.               

Founded in 1994, NetRail was among the first companies to establish Internet    
peering arrangements. The company has private and public peering agreements with
all Tier 1 Internet backbone providers.                                         

The acquisition is subject to approval by NetRail shareholders and certain      
regulatory authorities. 360networks expects the transaction to be completed in  
the second quarter of this year.                                                

ABOUT 360networks                                                               
360networks (NASDAQ: TSIX and TSE: TSX) offers broadband network and colocation 
services to telecommunications and data-centric organizations. 360networks is   
developing one of the largest and most technologically advanced fiber optic mesh
networks in the world. By mid-2002, the planned network will span 143,000       
kilometers (89,000 miles) and link more than 100 major cities with terrestrial  
routes and submarine cables joining North America, South America, Asia and      
Europe. 360networks is also developing nearly 3.7 million square feet of network
and server colocation space. More information is available at www.360.net.      

THE STATEMENTS CONTAINED IN THIS RELEASE THAT ARE NOT HISTORIC FACTS ARE        
"FORWARD-LOOKING STATEMENTS" (AS SUCH TERM IS DEFINED IN THE PRIVATE SECURITIES 
LITIGATION REFORM ACT OF 1955). THESE STATEMENTS INCLUDE THOSE DESCRIBING       
360NETWORKS' NETWORK AND DEPLOYMENT SCHEDULE AND THE EFFECT OF THE ACQUISITION  
OF NETRAIL ON 360NETWORKS' OPERATING AND FINANCIAL RESULTS. MANAGEMENT WISHES TO
CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS   
AND ARE SUBJECT TO RISKS AND UNCERTAINTIES AND ACTUAL RESULTS MAY DIFFER        
MATERIALLY FROM THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF
A NUMBER OF FACTORS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THE ABILITY 
OF 360NETWORKS TO MARKET, SELL AND PROVISION ITS SERVICES, TO DESIGN AND        
CONSTRUCT FIBER OPTIC NETWORKS AND INSTALL CABLE AND FACILITIES, INCLUDING      
SWITCHING ELECTRONICS, TO CONNECT ITS NETWORK TO ITS CUSTOMERS AND DEVELOPMENTS 
MADE BY FIBER OPTIC EQUIPMENT VENDORS. THESE AND OTHER RISKS AND UNCERTAINTIES  
TO WHICH THE 360NETWORKS BUSINESS IS SUBJECT ARE DESCRIBED IN 360NETWORKS       
REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND SECURITIES        
COMMISSIONS IN CANADA.                                                          

For more information, please contact:                                           

Michelle Gagne                                                                  
Director of corporate communications                                            
360networks                                                                     
604.648.7703                                                                    
michelle.gagne@360.net                                                          

Nancy Bacchieri                                                                 
Director of investor relations                                                  
360networks                                                                     
206.239.4064                                                                    
ir@360.net                                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
Filed on:		2/23/01
		2/20/01		1					6-K
									List all Filings