EX-99
7
x991-ist.txt
PRESS RELEASE
EXHIBIT 99.1
INFOCROSSING LOGO
FOR RELEASE 7:30 AM EST
CONTACTS:
Chairman and Chief Executive Officer Chief Financial Officer
Zach Lonstein William McHale
Infocrossing, Inc. Infocrossing, Inc.
(201) 840-4726 (201) 840-4732
zlonstein@infocrossing.com wmchale@infocrossing.com
Media Relations Investor Relations
Michael Wilczak Matthew Hayden
Infocrossing, Inc. Hayden Communications, Inc.
(201) 840-4941 (858) 704-5065
mwilczak@infocrossing.com
INFOCROSSING COMPLETES ACQUISITION OF (I)STRUCTURE FROM LEVEL 3
LEONIA, NJ, DECEMBER 1, 2005 -- INFOCROSSING, INC. (NASDAQ: IFOX) a provider of
selective IT and business process outsourcing solutions, announced today that it
has closed the previously announced acquisition of IT outsourcing company
(i)Structure, LLC, from a wholly owned subsidiary of Level 3 Communications,
Inc. (Nasdaq: LVLT). Infocrossing paid a total of $82.3 million in cash plus
346,597 shares of Infocrossing stock. Infocrossing funded the cash portion of
the purchase price through a combination of the net proceeds of $67.0 million
from a new $70 million, debt facility which matures April 14, 2009, the net
proceeds from the sale/leaseback of certain real estate assets of $11.4 million,
and the remainder with available cash.
(i)Structure, headquartered in Broomfield, CO, provides computing operations and
managed infrastructure services to enterprise clients from data centers located
in the central and western United States, and is recognized for their deep
expertise across computing platforms and commitment to client satisfaction. The
company's business model is based on signing clients to long-term contracts for
managing mainframe, midrange and open system computing platforms, and related
network and security services.
"We're pleased to complete this transaction, and welcome the employees and
customers of (i)Structure to Infocrossing", stated Zach Lonstein, Chairman and
Chief Executive Officer of Infocrossing. "In just a few short years, we've
transformed Infocrossing from a regional IT services company, into a national
provider of IT-enabled outsourcing solutions. The addition of (i)Structure
strengthens our position in the IT outsourcing market, adds to our capabilities
in distributed systems and networking services, and provides us with greater
sales and market synergies [that we expect to drive our revenue growth", Mr.
Lonstein added. "Together, we have a solid platform of data centers, expertise,
solutions and clients to build Infocrossing into one of the premier providers of
IT-enabled outsourcing solutions".
(i)Structure is expected to add approximately $76 million to Infocrossing's
gross revenue during the next twelve months. The companies' complementary
business models are expected to result in cost synergies across sales,
operations and administrative functions. The synergies are expected to be
realized throughout 2006 and result in approximately $9 million to $11 million
in annual savings once fully implemented.
In connection with the acquisition, Michael Jones, the former President and
Chief Executive Officer of (i)Structure, has become President of IT Outsourcing
for Infocrossing, responsible for the sale and service delivery of
Infocrossing's IT outsourcing services. Lee Fields, who joined Infocrossing in
August 2005 as President of IT Outsourcing, has been appointed to the new
position of Executive Vice President, Marketing and Business Development for the
Company. Both Lee Fields and Michael Jones will report directly to Robert
Wallach, Infocrossing's Vice-Chairman, President, and Chief Operating Officer.
Mr. Jones brings tremendous experience and demonstrated success to his new role.
As President and CEO of (i)Structure, he is credited with expanding the
company's portfolio of outsourcing services, building strong relationships with
industry analysts, growing awareness of (i)Structure in the market, and
implementing a sales process that resulted in $77 million in new contract
signings during the ninety days prior to the announcement of the acquisition on
October 25, 2005.
"We're excited about joining a company that is exclusively focused on the
outsourcing market, and believe this is a tremendous opportunity for our
clients, employees and shareholders", Mr. Jones stated. "Infocrossing is a
respected outsourcing company that has demonstrated significant growth and an
unwavering commitment to client satisfaction. Together we have a larger
geographic footprint, greater economies of scale and broader services that will
enhance our position in the market, and strengthen the value of our outsourcing
solutions", Mr. Jones concluded.
More information about the acquisition is available at
www.infocrossing.com/istructure. In addition, a teleconference has been
scheduled for December 12, 2005 at 4:30 PM Eastern Time to discuss the
acquisition with the financial community. Anyone interested in participating in
the call can join via the Company's website,
http://www.infocrossing.com/istructure, or dial into the call directly at
1-800-683-1565 or 1-973-409-9259 for international callers, at least ten minutes
prior to the start of the call.
ABOUT INFOCROSSING, INC. (http://www.infocrossing.com)
Infocrossing, Inc. (IFOX) is a provider of selective IT outsourcing services,
delivering the computing platforms and proprietary systems that enable
companies, regardless of industry, to process data and share information within
their business, and between their customers, suppliers and distribution
channels. Leading companies leverage Infocrossing's robust computing
infrastructure, skilled technical team, and process-driven operations to reduce
costs and improve service delivery by outsourcing the operation of mainframes,
mid-range, open system servers, networks, and business processes to
Infocrossing.
Safe Harbor Statement
This release contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. As such, final results
could differ from estimates or expectations due to risks and uncertainties,
including, but not limited to: incomplete or preliminary information; changes in
government regulations and policies; continued acceptance of the Company's
products and services in the marketplace; competitive factors; closing contracts
with new customers and renewing contracts with existing customers on favorable
terms; expanding services to existing customers; new products; technological
changes; the Company's dependence upon third-party suppliers; intellectual
property rights; difficulties with the identification, completion, and
integration of acquisitions, including the integration of Infocrossing
Healthcare Services, Inc., f/k/a Verizon Information Technologies Inc., and
(i)Structure, LLC and other risks. For any of these factors, the Company claims
the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, as amended.

EX - 99 7 x991 - ist . txt PRESS RELEASE EXHIBIT 99 . 1 INFOCROSSING LOGO FOR RELEASE 7 : 30 AM EST CONTACTS : Chairman and Chief Executive Officer Chief Financial Officer Zach Lonstein William McHale Infocrossing , Inc . Infocrossing , Inc . ( 201 ) 840 - 4726 ( 201 ) 840 - 4732 zlonstein@infocrossing.com wmchale@infocrossing.com Media Relations Investor Relations Michael Wilczak Matthew Hayden Infocrossing , Inc . Hayden Communications , Inc . ( 201 ) 840 - 4941 ( 858 ) 704 - 5065 mwilczak@infocrossing.com INFOCROSSING COMPLETES ACQUISITION OF ( I ) STRUCTURE FROM LEVEL 3 LEONIA , NJ , DECEMBER 1 , 2005 -- INFOCROSSING , INC . ( NASDAQ : IFOX ) a provider of selective IT and business process outsourcing solutions , announced today that it has closed the previously announced acquisition of IT outsourcing company ( i ) Structure , LLC , from a wholly owned subsidiary of Level 3 Communications , Inc . ( Nasdaq : LVLT ) . Infocrossing paid a total of $ 82.3 million in cash plus 346,597 shares of Infocrossing stock . Infocrossing funded the cash portion of the purchase price through a combination of the net proceeds of $ 67.0 million from a new $ 70 million , debt facility which matures April 14 , 2009 , the net proceeds from the sale / leaseback of certain real estate assets of $ 11.4 million , and the remainder with available cash . ( i ) Structure , headquartered in Broomfield , CO , provides computing operations and managed infrastructure services to enterprise clients from data centers located in the central and western United States , and is recognized for their deep expertise across computing platforms and commitment to client satisfaction . The company 's business model is based on signing clients to long - term contracts for managing mainframe , midrange and open system computing platforms , and related network and security services . " We ' re pleased to complete this transaction , and welcome the employees and customers of ( i ) Structure to Infocrossing " , stated Zach Lonstein , Chairman and Chief Executive Officer of Infocrossing . " In just a few short years , we ' ve transformed Infocrossing from a regional IT services company , into a national provider of IT - enabled outsourcing solutions . The addition of ( i ) Structure strengthens our position in the IT outsourcing market , adds to our capabilities in distributed systems and networking services , and provides us with greater sales and market synergies [ that we expect to drive our revenue growth " , Mr . Lonstein added . " Together , we have a solid platform of data centers , expertise , solutions and clients to build Infocrossing into one of the premier providers of IT - enabled outsourcing solutions " . ( i ) Structure is expected to add approximately $ 76 million to Infocrossing 's gross revenue during the next twelve months . The companies ' complementary business models are expected to result in cost synergies across sales , operations and administrative functions . The synergies are expected to be realized throughout 2006 and result in approximately $ 9 million to $ 11 million in annual savings once fully implemented . In connection with the acquisition , Michael Jones , the former President and Chief Executive Officer of ( i ) Structure , has become President of IT Outsourcing for Infocrossing , responsible for the sale and service delivery of Infocrossing 's IT outsourcing services . Lee Fields , who joined Infocrossing in August 2005 as President of IT Outsourcing , has been appointed to the new position of Executive Vice President , Marketing and Business Development for the Company . Both Lee Fields and Michael Jones will report directly to Robert Wallach , Infocrossing 's Vice - Chairman , President , and Chief Operating Officer . Mr . Jones brings tremendous experience and demonstrated success to his new role . As President and CEO of ( i ) Structure , he is credited with expanding the company 's portfolio of outsourcing services , building strong relationships with industry analysts , growing awareness of ( i ) Structure in the market , and implementing a sales process that resulted in $ 77 million in new contract signings during the ninety days prior to the announcement of the acquisition on October 25 , 2005 . " We ' re excited about joining a company that is exclusively focused on the outsourcing market , and believe this is a tremendous opportunity for our clients , employees and shareholders " , Mr . Jones stated . " Infocrossing is a respected outsourcing company that has demonstrated significant growth and an unwavering commitment to client satisfaction . Together we have a larger geographic footprint , greater economies of scale and broader services that will enhance our position in the market , and strengthen the value of our outsourcing solutions " , Mr . Jones concluded . More information about the acquisition is available at www.infocrossing.com/istructure . In addition , a teleconference has been scheduled for December 12 , 2005 at 4 : 30 PM Eastern Time to discuss the acquisition with the financial community . Anyone interested in participating in the call can join via the Company 's website , http://www.infocrossing.com/istructure , or dial into the call directly at 1 - 800 - 683 - 1565 or 1 - 973 - 409 - 9259 for international callers , at least ten minutes prior to the start of the call . ABOUT INFOCROSSING , INC . ( http://www.infocrossing.com ) Infocrossing , Inc . ( IFOX ) is a provider of selective IT outsourcing services , delivering the computing platforms and proprietary systems that enable companies , regardless of industry , to process data and share information within their business , and between their customers , suppliers and distribution channels . Leading companies leverage Infocrossing 's robust computing infrastructure , skilled technical team , and process - driven operations to reduce costs and improve service delivery by outsourcing the operation of mainframes , mid - range , open system servers , networks , and business processes to Infocrossing . Safe Harbor Statement This release contains forward - looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 , as amended . As such , final results could differ from estimates or expectations due to risks and uncertainties , including , but not limited to : incomplete or preliminary information ; changes in government regulations and policies ; continued acceptance of the Company 's products and services in the marketplace ; competitive factors ; closing contracts with new customers and renewing contracts with existing customers on favorable terms ; expanding services to existing customers ; new products ; technological changes ; the Company 's dependence upon third - party suppliers ; intellectual property rights ; difficulties with the identification , completion , and integration of acquisitions , including the integration of Infocrossing Healthcare Services , Inc . , f / k / a Verizon Information Technologies Inc . , and ( i ) Structure , LLC and other risks . For any of these factors , the Company claims the protection of the safe harbor for forward - looking statements contained in the Private Securities Litigation Reform Act of 1995 , as amended .
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