Exhibit (a)(11)
Dear Stockholder:
You are receiving this letter and the enclosed Letter of Transmittal because you own shares of
restricted common stock of Terremark Worldwide, Inc. Your shares are held in escrow by
Terremark, and the certificate(s) representing your shares are listed below:
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| Name |
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Grant Date |
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Shares |
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Certificate # |
As previously reported, Verizon Holdings Inc. (Verizon), a wholly-owned
subsidiary of Verizon Communications Inc., has commenced a cash tender offer to purchase all of the
outstanding shares of Terremarks common stock at a price of $19.00 per share, net to the seller in
cash, without interest and less any required withholding taxes (the Offer). The Offer is
described in detail in Verizons Tender Offer Statement on Schedule TO, filed with the Securities
and Exchange Commission on February 10, 2011, as amended. We encourage you to read the Schedule TO
and the enclosed Letter of Transmittal carefully. You may access the Schedule TO and the related
exhibits and amendments online at the Securities and Exchange Commissions website at www.sec.gov.
Following completion of the Offer, Verizon will merge with and into Terremark, with Terremark
continuing as the surviving corporation and as a wholly-owned subsidiary of Verizon Communications
Inc. (the Merger).
Certain conditions must be satisfied before Verizon can close the Offer (referred to as the
Offer Closing), one of them being that holders of Terremark common stock must have
tendered at least 50% of the shares of common stock then outstanding, determined on a fully-diluted
basis. If this and the other required conditions are met, and the Offer Closing occurs, then a
change of control of Terremark will have occurred, and your restricted stock will become fully
vested. Following the Offer Closing, which is currently scheduled for March 31, 2011, Verizon may
commence a subsequent offering period that would begin on the first business day immediately
following the Offer Closing. If Verizon commences a subsequent offering period, you will have the
ability to tender your newly-vested shares of stock to Verizon.
If you would like to tender your shares during the subsequent offering period please complete
page 1 and the bottom half of page 6 of the enclosed Letter of Transmittal and submit the Letter of
Transmittal according to the instructions contained therein (Terremark will send your stock
certificate(s) to the Depositary on your behalf).
During the subsequent offering period, Verizon will wire payment for your newly vested and
validly tendered shares to Terremark, which amount will be paid to you via the standard Terremark
payroll and payment practices in accordance with your current banking directives. If you are a
U.S. employee, Terremark will withhold any applicable
2 South Biscayne Blvd., Suite 2800, Miami, Florida 33131, T. 305.961.3200 F. 305.961.3500
Social Security, Medicare, federal, state and
local taxes. Please note that the minimum federal withholding tax is 25% (35% if the aggregate
amount of supplemental distributions, including the Merger distribution, to be made to you for a
calendar year exceed $1,000,000). Additionally, no 401(k) contributions will be withheld from
these payments. If you are a non-U.S. employee, Terremark will remit payment to your local
Terremark office for processing. If you are not an employee of Terremark, payment will be made to
you through Terremark U.S. Payables.
If you complete and submit the Letter of Transmittal, but Verizon decides not to commence a
subsequent offering period, you will not be able to tender your shares in the Offer, your Letter of
Transmittal
will not become effective, and the certificates representing your shares will be returned to
you. If you choose not to tender your shares, you will receive payment for your shares only if the
Merger closes.
If you have any questions, please contact us at restrictedstock@terremark.com.
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Sincerely,
Terremark Worldwide, Inc.
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2 South Biscayne Blvd., Suite 2800, Miami, Florida 33131, T. 305.961.3200 F. 305.961.3500