Under the terms of the merger agreement, which has been approved by the Board of Directors of Arbinet, upon recommendation by its special committee which was appointed to evaluate the advisability of the transaction, and by the Board of Directors of Primus, Arbinet common shareholders will receive shares of Primus common stock in exchange for the Arbinet common stock they own. The transaction is valued at an aggregate value of approximately $28 million. Based on the companies' current capitalization, Arbinet shareholders will be expected to own approximately 23% of the combined company, and Primus shareholders will be expected to own approximately 77% of the combined company upon the closing of the transaction.

The agreement contains a go-shop provision under which Arbinet may solicit alternative proposals from third parties during the next 45 calendar days. There can be no assurances that this process will result in an alternative transaction.

Upon closing, Primus intends to integrate Arbinet's operations into its Global Wholesale Group. On a pro forma basis, Primus' Wholesale business unit is expected to generate over $500 million in annual revenue and bring Primus' total consolidated annual run rate revenue to over $1 billion. The combined company is expected to be ranked among the top 12 leading international telecommunications carrier service providers in the world based on annual revenues, is expected to be well positioned to capitalize on its long established experience in carrier telecom operations and to expand its global voice and data operations to meet the evolving demands of telecom operators worldwide. With its enhanced scale and market position, the combined company is expected to enable wholesale customers to access additional networks and termination routes at competitive rates. The combined company is expected to have a diversified product portfolio of international voice and data services across all wholesale customer segments. The anticipated, increased global reach is expected to provide additional market opportunities for retail and carrier wholesale interconnectivity. The combined company would become the only major global provider to offer wholesale customers options to either acquire direct international connections through traditional interconnect arrangements or manage their access needs through Arbinet's Exchange.

Shawn O'Donnell, President and Chief Executive Officer of Arbinet, stated, "While we have continued to make significant progress in leveraging our unique suite of services to increase customer traffic, pricing pressures and increased competition have continued to affect our bottom line. As a result, our Board examined a range of strategic alternatives and after careful review, our Board unanimously concluded that our merger with Primus is the best available option for our shareholders. We believe this transaction will allow Arbinet to respond more effectively to marketplace challenges through enhanced scale, expanded reach, and improved products and services. In addition, we believe the transaction will allow us to lower our operational costs and benefit from significant synergies. As an all-stock transaction, this combination provides our stockholders the opportunity to participate in the upside potential of the combined company. In sum, we have found a strong partner in Primus with a complementary business, outstanding reputation and shared values, and we believe Arbinet will thrive as part of the Primus team."

Peter D. Aquino, Chairman, President and Chief Executive Officer of Primus, stated, "With the combined carrier services platforms and additional global reach through Arbinet's Exchange, Primus gains access to additional traffic streams, better routes for termination of voice traffic and the ability to manage multiple segments of carrier customers. Primus and Arbinet share great cultures of innovation and customer service, and we are pleased to welcome Arbinet's customers and employees to Primus."

The combined company will be led by Peter D. Aquino, Chairman, President and Chief Executive Officer of Primus. Upon the closing of the transaction, an integration team comprised of executives of both companies will make recommendations on how best to organize the combined company.

The Boards of Directors of both companies have approved the merger agreement, which is subject to regulatory approvals and the approval of the stockholders of both companies, among other customary closing conditions. The transaction is expected to close in the first quarter of 2011.

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