Some MCI Shareholders Blast Verizon Deal

WASHINGTON – Several large shareholders of MCI Inc. (MCIP) say they are unhappy with the planned $6.75 billion sale of the company to Verizon Communications Inc. (VZ) and suggest that Qwest Communications International Inc. (Q) should press its higher offer.

"The company in my opinion is being given away," said Bruce Berkowitz, chief investment officer at Fairholme Capital Management which owns 11.1 million MCI shares. "This is not over. I think the owners need to have a say."

Verizon's bid, which beat out a $7.3 billion offer by Qwest, includes an exchange of stock valued at $4.8 billion, based on Friday's closing prices, and $488 million in cash. MCI will also pay dividends from its own cash horde totaling nearly $1.5 billion, bringing the total value to $6.75 billion, or $20.75 a share.

Sources familiar with the talks said Qwest was seen as the weaker suitor due to its debt load, lower cash flow and less attractive business profile.

Verizon, the largest U.S. telecommunications company, said it expects to reap savings and increased revenue with a net present value of about $7 billion from the deal.

"I am very comfortable that we have a compelling offer for shareholders and I am not particularly concerned about somebody coming in over the top," Verizon Chairman Ivan Seidenberg told analysts on Monday. "There is a very high hurdle for them to meet to make that happen."

But Qwest Chairman Richard Notebaert told analysts on Tuesday that based on news reports, it appeared MCI had left $1 billion in cash on the table by choosing Verizon's bid over Qwest. Notebaert said the company was "looking at its options" on MCI, but did not provide details. Notebaert told Reuters he had not talked to any MCI shareholders.

Berkowitz said that several large owners of MCI are not happy with the transaction price. Berkowitz and Leon Cooperman, chairman of Omega Advisors (search), which owns 2.8 percent of MCI, said they would meet individually with MCI officials on Wednesday to discuss the deal.

Cooperman said it was up to Qwest to press its offer as an alternative.

"If Qwest believes they have a superior proposal, we would like to hear it," Cooperman told Reuters. "We're prepared to campaign for their proposal should they have one that we agree with them is superior."

MCI, which dropped the WorldCom (search) name and emerged from the largest bankruptcy in U.S. history last April, had been focusing on stabilizing its declining revenues and returning cash to shareholders. The company has $5.5 billion in cash on hand.

Shares of MCI were up 55 cents at $20.48 on the Nasdaq.