Qwest Urges MCI Investors to Reconsider Bid

NEW YORK – Qwest Communications International Inc. (Q) executives made a direct appeal to MCI Inc. (MCIP) investors Tuesday as a way of pressuring the long distance provider to scrap a lower-priced deal with Verizon Communications Inc. (VZ) and reconsider its spurned $8 billion bid.

Officials at the Denver-based Baby Bell argue that their plan will generate more than $10 billion in cost savings, largely through the elimination of up to 15,000 jobs, and repeatedly expressed frustration that MCI has refused to discuss the offer.

"We haven't heard anything from them since the Thursday before the Super Bowl," Qwest Chief Executive Dick Notebaert told a generally receptive audience of Qwest (search) and MCI (search) investors in New York. "We have a superior bid, and even if you don't think it's superior, there's clearly potential for a superior bid," which usually means "you have something worth discussing," he said.

Notebaert signaled that Qwest might be willing to sweeten its bid, but only if MCI agreed to meet. He declined to discuss whether Qwest might take its offer directly to MCI investors if no talks are held.

MCI officials declined further comment following Tuesday's presentation. After Qwest submitted a revised bid last week, MCI said its board would evaluate the offer, but stood by the $6.7 billion Verizon (search) deal as a more promising and safer option for its shareholders.

Shares of Qwest rose 15 cents, or 3.9 percent, to close at $4.05 in Tuesday trading on the New York Stock Exchange. MCI's shares rose 61 cents, or 2.7 percent, to close at $23.36 on the Nasdaq Stock Market. Verizon rose 28 cents to close at $36.25 on the NYSE.

Qwest's latest bid made two enhancements to the cash and stock offer previously rejected by MCI: It would speed up the cash payoff to MCI investors, and provide some downside protection by offering to increase the amount of Qwest stock paid if the market value of those shares declines before the merger is completed.

The Qwest deal values MCI at $24.60 per share, consisting of $9.10 in cash and $15.50 worth of Qwest shares. Verizon is offering $6 in cash and stock currently worth $14.70, valuing MCI at $20.70 per share.

MCI and some investors have expressed concerns about Qwest's weak financial condition and its uncertain business prospects — which make it unclear whether the Qwest shares used as payment will hold their value as well as Verizon's stock down the road.

However, many attendees at Tuesday's meeting downplayed those concerns.

Jeff Halpern, an analyst at Sanford C. Bernstein & Co., said the risk is not that substantial because Qwest's current stock price is justified by its current financial performance.

Other attendees expressed surprise and annoyance that MCI has declined to show a willingness to speak with Qwest or at least explain its stance more publicly.

"I can only hope that MCI's broad and management are listening to this presentation. I would be disappointed if they weren't," said Leon Cooperman, the chairman of Omega Advisors, which owns about 3 percent of MCI stock. Cooperman has been outspoken in his opposition to both the Verizon-MCI deal and the $16 billion acquisition of AT&T Corp. by SBC Communications announced in late January.

Verizon reiterated its support for the MCI deal on Thursday, but declined to comment on whether it might consider paying more if MCI opened discussions with Qwest or tried to use its bid for bargaining leverage.

Qwest, the dominant local phone company for the Rocky Mountains and Pacific Northwest, also reiterated the company's stance that by merging with a far smaller partner, a greater portion of any merger savings would belong to MCI shareholders.

The company also contends its deal likely would draw less antitrust concerns than would the acquisition of MCI by Verizon, the dominant local phone provider in the Northeast and Mid-Atlantic.

Notebaert stressed in an interview with The Associated Press that while both Qwest and MCI have national fiber-optic networks, and Verizon does not, the operations of Verizon and MCI overlap much more extensively in the key business markets in the eastern portion of the nation.

"Verizon today is larger than the combination of Qwest and MCI," in the area of corporate services, Notebaert said, asserting that the Verizon-MCI deal would give Verizon too much market share and power.

A merger of Qwest and MCI "creates a third stool" to compete with Verizon and the combination of SBC and AT&T, he said. "Having three choices if you're an enterprise customer is important."

The job cuts proposed by Qwest would total between 12,000 and 15,000 positions from the combined Qwest-MCI work force, currently about 81,000 workers.

By contrast, Verizon said it would eliminate about 7,000 positions in the agreement it reached with MCI two weeks ago.