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Three purported class action lawsuits have been filed in connection with the Merger Agreement: (i) Michael Jiannaras v. Savvis, Inc., et al., filed on April 29, 2011 in the Circuit Court of St. Louis County, Missouri; (ii) Hilary Kramer v. Savvis, Inc., et al., filed on May 2, 2011 in the Delaware Court of Chancery; and (iii) Tatyana Andreyeva v. Savvis, Inc. et al, filed on May 6, 2011 (Andreyeva suit). All suits name the Company, the members of its board of directors, CenturyLink, Inc., and Mimi Acquisition Company as defendants other than the Andreyeva suit, which names the Company, the members of its board of directors and CenturyLink, Inc. as defendants, and all are brought by purported holders of the Company’s common stock. The lawsuits allege that the Company’s board of directors breached their fiduciary duties to the holders of the Company’s common stock in connection with the Merger by, among other things, failing to maximize shareholder value. The lawsuits seek various forms of relief, including, but not limited to, enjoining consummation of the merger, rescission of the actions taken to date and awards of compensatory damages, rescissory damages and all costs, including reasonable attorneys’ and experts’ fees. While no assurance of the outcome of these lawsuits can be provided, the Company believes that the claims of these lawsuits are without merit and intends to vigorously defend its interests.


At the effective time of the Merger and pursuant to the terms of the Merger Agreement, each outstanding share of our common stock, other than dissenting shares, will be converted into merger consideration that will consist of $30.00 in cash, without interest, and a fraction of a share of CenturyLink common stock equal to (x) $10.00 divided by (y) the volume weighted average trading price of CenturyLink common stock over a thirty-day trading period, ending three trading days prior to the date of closing. In the event that the volume weighted average price of CenturyLink common stock over such period is less than or equal to $34.42, each share of our common stock will be converted into the right to receive $30.00 in cash, without interest, and 0.2905 of a share of CenturyLink common stock. Our shareholders entitled to receive a fraction of a share of CenturyLink common stock will receive cash in lieu of the fractional shares.

The Merger is subject to the approval of our shareholders, regulatory approvals and other customary closing conditions. The Merger Agreement contains certain termination rights for both CenturyLink and us and provides that upon termination of the Merger Agreement under specified circumstances, we may be required to pay CenturyLink a termination fee equal to $85.0 million. For further information regarding the Merger Agreement, please refer to the Current Report on Form 8-K filed by the Company on April 28, 2011.


Three purported class action lawsuits have been filed in connection with the Merger Agreement: (i) Michael Jiannaras v. Savvis, Inc., et al., filed on April 29, 2011 in the Circuit Court of St. Louis County, Missouri; (ii) Hilary Kramer v. Savvis, Inc., et al., filed on May 2, 2011 in the Delaware Court of Chancery; and (iii) Tatyana Andreyeva v. Savvis, Inc. et al., filed on May 6, 2011 (Andreyeva suit). All suits name us, the members of our board of directors, CenturyLink, Inc., and Mimi Acquisition Company as defendants other than the Andreyeva suit, which names us, the members of our board of directors and CenturyLink, Inc. as defendants, and all are brought by purported holders of our common stock. The lawsuits allege that our board of directors breached their fiduciary duties to the holders of our common stock in connection with the Merger by, among other things, failing to maximize shareholder value. The lawsuits seek various forms of relief, including, but not limited to, enjoining consummation of the merger, rescission of the actions taken to date and awards of compensatory damages, rescissory damages and all costs, including reasonable attorneys’ and experts’ fees. While no assurance of the outcome of these lawsuits can be provided, we believe that the claims of these lawsuits are without merit and intend to vigorously defend our interests.


Our pending merger with CenturyLink has the potential to adversely impact our operations and financial results. Uncertainty in the future of our business between the execution of the merger agreement with CenturyLink and the closing of the transaction may affect our ability to retain and motivate existing employees, and may adversely impact our ability to recruit new employees. This uncertainty, along with our efforts to complete the merger, may divert attention from the daily activities of our existing employees, adversely impacting our operations and results thereof. Additionally, the uncertainty in the future of our business may adversely impact our reputation and relationships with existing customers and impact our ability to acquire new customers. Customers, vendors, or others that do business with us may defer decisions regarding that business or seek to change their existing relationships with us, which could result in a decrease in revenues. Certain costs related to the proposed merger, such as legal and accounting fees and the reimbursement of certain expenses, are payable by us whether or not the proposed acquisition is completed. In certain circumstances, we could be required to pay a termination fee of $85.0 million if the merger does not occur, the payment of which could severely impair our ability to operate our business. Also, failure to complete the merger could result in a decrease in the market price of our shares of common stock to the extent that the current market price of those shares reflects a market assumption that the proposed acquisition will be completed, which could result in damage to our reputation and relationships with those that do business with us. Any of these events could have a material negative impact on our results of operations and financial condition and could adversely affect the price of our common stock.


The merger agreement generally requires us to operate our business in the ordinary course pending consummation of the proposed merger, and it restricts us, without CenturyLink’s prior written consent, from taking certain specified actions until the merger is completed or the merger agreement is terminated. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the merger with CenturyLink that could be favorable to us and our shareholders. These provisions include, but are not limited to, restrictions on our ability to incur additional indebtedness, acquire or dispose of assets, make capital expenditures or engage in capital transactions, make material changes to accounting methods or practices, make changes to compensation agreements, enter into certain material contracts, amend our organizational documents, or engage in any activity or transaction that would impair our ability to consummate the merger with CenturyLink. Additionally, we are restricted from directly or indirectly soliciting, initiating, or knowingly encouraging, inducing, or facilitating any takeover proposal or participating in any discussions or negotiations regarding, or furnishing to any person any information with respect to, or otherwise cooperating in any way with respect to any takeover proposal or any inquiry or proposal that may reasonably be expected to lead to a takeover proposal. The inability to take such actions could negatively impact our results of operations and financial condition.