UPDATE 3-Verizon to buy Terremark for $1.4 bln

Thu Jan 27, 2011 6:56pm EST

* Verizon offers $19 per share, 35 pct premium

* Tender offer to start between Feb. 10-17

* Verizon expects offer to close in late in Q1 (Adds details on termination feel, deal advisors)

NEW YORK, Jan 27 (Reuters) - U.S. phone company Verizon Communications Inc (VZ.N) plans to buy IT services provider Terremark Worldwide Inc TMRK.O in a deal worth $1.4 billion, the companies said on Thursday.

The $19-per-share offer for Terremark represents a 35 percent premium over its closing price of $14.05 on Thursday. Terremark shares jumped to $19.06 after-hours.

Verizon said the deal will help expand its services business, which targets corporate and government clients, although it plans for Terremark to keep its name.

Miami-based Terremark deals with IT outsourcing, and helps companies adopt cloud computing -- an increasingly popular technology that allows remote access to computing power and data over the Internet.

Verizon will start a tender offer between Feb. 10 and Feb. 17 for Terremark's shares, and expects to close the offer late in the first quarter of 2011, it said.

Three Terremark shareholders, representing around 27.6 percent of outstanding shares, already have agreed to tender their shares, the two companies said.

In November, Terremark forecast fiscal 2011 sales of $350-$353 million. For the July-September quarter, it reported a net loss attributable to shareholders of $8 million, or 12 cents a share.

The companies agreed to a $52.5 million fee if the deal is terminated, unless the termination is on or before Feb. 26, in which case the fee would be $37.5 million, according to a filing with the U.S. Securities and Exchange Commission.

Goldman Sachs and law firm Weil, Gotshal & Manges represented Verizon, while Credit Suisse Securities and Greenberg Traurig represented Terremark, the companies said. (Reporting by Ritsuko Ando; Editing by Tim Dobbyn and Carol Bishopric)