EX-99.(A)(1)(C) 4 dex99a1c.htm NOTICE OF GUARANTEED DELIVERY Notice of Guaranteed Delivery

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

To Tender of Shares of Common Stock

of

TERREMARK WORLDWIDE, INC.

at

$19.00 NET PER SHARE

Pursuant to the Offer to Purchase dated February 10, 2011

by

VERIZON HOLDINGS INC.

a wholly-owned subsidiary of

VERIZON COMMUNICATIONS INC.

 

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00

MIDNIGHT, NEW YORK CITY TIME, ON MARCH 10, 2011, UNLESS THE

TENDER OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (defined below) if (i) certificates representing shares of common stock, par value $.001 per share (the “Shares”), of Terremark Worldwide, Inc., a Delaware corporation, are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach Computershare Trust Company, N.A. (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

LOGO

 

If delivering by mail:   By Facsimile Transmission:   If delivering by overnight mail or courier:

Computershare

Corporate Actions Voluntary Offer

P.O. Box 43011

Providence, RI 02940-3011

 

(Eligible Institutions Only)

(617) 360-6810

Confirm Facsimile Receipt by Telephone:

(781) 575-2332

 

Computershare

Corporate Actions Voluntary Offer

250 Royall Street, Suite V

Canton, MA 02021

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.


Ladies and Gentlemen:

 

The undersigned hereby tenders to Verizon Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Verizon Communications Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the offer to purchase, dated February 10, 2011 (the “Offer to Purchase”), and the related Letter of Transmittal, receipt of which is hereby acknowledged, the number of shares of common stock, par value $.001 per share (the “Shares”), of Terremark Worldwide, Inc., a Delaware corporation, specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

 

     SIGN HERE

 

    

 

Number of Shares      Signature(s)

 

    

 

Certificate No(s) (if available)      Name(s) (Please Print or Type)

Check box if Shares will be tendered by book-entry

transfer.    ¨

     Address:

 

    

 

Tendering Institution     

Account No.                                                                                

    

 

     Zip Code
    

 

Dated:                                                                               , 2011

     Area Code and Telephone No.

 

2


GUARANTEE

(Not to be used for signature guarantee)

 

The undersigned, an Eligible Institution (defined in Section 3 of the Offer to Purchase), hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended and (ii) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC (defined in Section 2 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message (defined in Section 2 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within three (3) Nasdaq Global Market trading days after the date hereof.

 

 

   

 

Name of Firm     Authorized Signature

 

    Name:  

 

Address       (Please Print or Type)

 

    Title:  

 

Zip Code      

Area Code and

Telephone No.                                                                  

    Dated:  

 

 

NOTE:  

DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.

CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.