Filed By VeriSign, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Illuminet Holdings, Inc. Commission File No. 000-27555 VERISIGN, INC. SLIDE PRESENTATION CONCERNING VERISIGN'S PROPOSED ACQUISITION OF ILLUMINET HOLDINGS, INC. Slide 1: [VeriSign Logo] The Sign of Trust on the Net VeriSign - Illuminet Roadshow September 2001 Slide 2: [VeriSign Logo] Safe Harbor This presentation contains forward looking statements including, future projections, descriptions of management's plans and objectives for future operations, statements of future economic performance and statements concerning the assumptions underlying and relating to these projections, plans, objectives and future performance. Actual results may differ materially from those stated or implied by such forward-looking statements presented today. Factors that could affect these forward-looking statements include, among others, potential volatility in VeriSign's stock price, customer acceptance of new products and services offered by the company, uncertainty of future revenue and profitability and fluctuations in the Company's quarterly operating results and increased competition for the services in our core businesses. More information about potential factors that could affect the Company's business and financial results is included in VeriSign's filings with the Securities and Exchange Commission, especially in the Company's Registration Statement on Form S-4, Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this presentation Slide 3: [VeriSign Logo] Transaction Summary Exchange Ratio: -0.93 of a share of VeriSign for each share of Illuminet -Approximately 30.4 million VRSN shares will be issued Key Closing Conditions: -Illuminet shareholder approval -Regulatory approval and other customary conditions Financial Impact: -Immediately accretive to EPS Expected Closing: -Calendar Q1 2002 Slide 4: [VeriSign Logo] Transaction Highlights 1. Consistent with VeriSign's strategy 2. Complementary customers, market focus and infrastructure 3. Synergies add to upside 4. Low execution risk 5. Accretive to margin structure and EPS Slide 5 [VeriSign Logo] SAME AS SLIDE 4 Slide 6 [VeriSign Logo] Enable Everyone, Everywhere to Use the Internet and the Telephony Networks with Confidence Slide 7 [VeriSign Logo] Trusted Communications Services Infrastructure [Two clouds representing VeriSign (Internet) on one side and Illuminet (PSTN) on the other side. The VeriSign cloud has devices such as laptop computer, desktop computer, and large server stemming from it. The Illuminet cloud has devices such as telephone, mobile phone, and a personal digital assistant (PDA).] Any Device, Any Network, Any Protocol, Anywhere Slide 8 [VeriSign Logo] Different Language, Same Function Slide 10 [VeriSign Logo] Illuminet Snapshot . Illuminet is the VeriSign of the PSTN network
Internet (packet-based) Network Protocol PSTN (circuit-switched) DNS Overlay Network SS7 Web browsers, e-mail Wired and wireless phones ss.125mm hosts User Interface 195M lines ss.trillions of pages/day 2bn calls/day Global Registry Database Signal Control Points ss.5bn look-ups/day (ss).3bn dips/day Constellation servers and Set-up and Routing Signal Transfer Points name servers and AIN servers Slide 9 [VeriSign Logo] Similar Service Offerings [VeriSign Logo] [Illuminet Logo] Registrar and Registry Adressing and SS7 Connectivity; Line Navigation Information Database, LNP Database PKI, digital certificates, Authentication and Caller Name Database enhanced entitlements Authorization and Fraud Management Credit Card, ACH, Payment and Carrier Clearing, B2B transaction management Clearing house Wireless pre-pay -Leading provider of SS7 network connectivity and intelligent network services to telecommunications carriers -Operates the largest unaffiliated SS7 network in the U.S. . Network Services -Network Connectivity (33%): provides carriers connectivity to SS7 networks throughout the US via its 12 STP sites -Intelligent Network Products (46%): local number portability, line-information database, toll-free database, calling name database -Roaming & Prepaid Platform (21%): Smartpay Prepaid Wireless, iRoam . Highly predictable and recurring revenues -Scales with volume of calls, database queries -Price protection under long term contracts Slide 11 Consistent with Investment Highlights [VeriSign, Inc. logo] Leading provider of trusted infrastructure on the internet Compelling end-to-end services offering Highly differentiated market position, Trusted third party Key technology and distribution partnerships Critical mass and global reach Profitable, recurring business model [Illuminet logo] Leading provider of routing, directory and lookup services in the PSTN world Suite of intelligent network and clearinghouse services Number one market share, neutral player with large customer base Partnerships with leading hardware and software vendors: Cingular Wireless, Agilent, Ulticom etc. Customer base of over 900 carriers and extensive network spanning North, Central and South America 41% CAGR from 1996 to 2000, 31% operating margin in Q2:01 highly visible, recurring business model Slide 12: The VeriSign Model [Level 7] SME & Consumer / Global 2000 & Service Providers [Level 6] Web Storefront ISPs / Direct Sales Registrars Affiliate [Level 5] Value Added Services / Consulting Services [Level 4] Hosting e-mail [Level 4] Mass Markets Division / Enterprise & Service Provider Division [Level 3] domain names web certs B2C pay / corp domain names managed PKI B2Bpay [Level 2] Name Services Authentication Services Transaction Services [Level 1] Directory and Signaling Infrastructure (IP) Slide 13: Illuminet -- A New Engine of Growth [Level 8] SME & Consumer / Global 2000 & Service Providers & Carriers [Level 7] Web Storefront ISPs Carriers / Direct Sales Registrars Affiliates [Level 6] Value Added Services / Consulting Services [Level 5] Hosting e-mail [Level 4] Mass Markets Division / Enterprise & Service Provider Division [Level3] domain names webcerts B2C pay Trusted SMS / corp domain names managed PKI B2Bpay SS7 services [Level 2] Name Services Authentication Services Transaction Services Telephony Services [Level 1] Directory and Signaling Infrastructure (IP) Slide 14: Naming & Addressing Services [Level 7] Naming Voice Presence [Level 6] Managed DNS Secure DNS [Level 5][different form of .com] [different form of .com] [different form of .com] [Level 4] .tv .cc .nu [Level 3] .com .net [Level 2] Domain Name Services [highlighted] Authentication Services Transaction Services Telephony Services [Level 1] Directory and Signaling Infrastructure (IP and PSTN) Slide 15: Authentication Services [Level 8] Provising Authorization Federation [Level 7] Wireless Broadband SmartCard [Level 6] Healthcare Financial Services Government [Level 5] VPN Messaging Extranet [Level 4] Email/Brower Certs [Level 3] Webcerts [Level 2] Domain Name Services Authentication Services [highlighted] Transaction Services Telephony Services [Level 1] Directory and Signaling Infrastructure (IP and PSTN) Slide 16: Transaction Services [Level 7] Transaction Coordination Trade Management Clearinghouse [Level 6] International [Level 5] Enterprise Supply Chain Wireless [Level 4] ACH Purchase Card Fraud [Level 3] Credit Card [Level 2] Domain Name Services Authentication Services Transaction Services [highlighted] Telephony Services [Level 1] Directory and Signaling Infrastructure (IP and PSTN) Slide 17: Telephony Services [Level 7] Unified Messaging eNum Location-based/Mobile Commerce [Level 6] Enhance GVRS Trusted IM/SMS WebNum [Level 5] Clearinghouse OSS/Billing/Intermediation Wireless [Level 4] LNP Intelligent Network Services [Level 3] SS7 Connectivity [Level 2] Domain Name Services Authentication Services Transaction Services Telephony Services [highlighted] [Level 1] Directory and Signaling Infrastructure (IP and PSTN) Slide 18: Transaction Highlights 1. Consistent with VeriSign's strategy 2. Complementary customers, market focus and infrastructure [highlighted] 3. Synergies add to upside 4. Low execution risk 5. Accretive to margin structure and EPS [VeriSign, Inc. logo] Slide 19 [VeriSign Logo] Complementary Trusted Services Model Converged Network New Products and Services Voice Registry, Secure SMS, eNUM, WebNum, PAM Services Services Public Key Infrastructure, SS7 connectivity, LNP, Global Registry, Web presence, 800 Calls, Roaming, Payments Clearinghouse, Inter-carrier Billing Customers Enterprise and Mass Markets Wireless carriers, ILECS, RBOCs, IXCs, CLECs Users Those accessing the Internet Those placing phone Calls Signaling and DNS and Resolution SS7 Directories [VeriSign Logo] [Illuminet Logo] Slide 20 [VeriSign Logo] Massive Footprint
[VeriSign Logo] [Illuminet Logo] Customers 3,300 enterprise customers 900+ carrier customers 6.5 million domain name Blue chip customer base, customers including: ALLTELL, AT&T, 102,000 Web site certificate Cable & Wireless, Cingular customers Wireless, Qwest, Sprint, Time 38 global affiliates Warner Telecom, Verizon 84 registrars Look-up & -5.4 billion DNS resolutions per day -4 billion queries per week Query -100 million database queries -200 mobile telephone Infrastructure -Peak capacity of 20 to 25 billion switching offices in US resolutions per day -Connected to 230 of nation's -13 root DNS servers globally 237 LATAs -Largest independent SS7 network in US 6 pairs of Illuminet-owned STPs Database -32.4 million domain names in -32 million customer names in the Registry the LDB -16.0 million names in the -24 million calling name records Registrar (CNAM) -327,000 web site certificates -22% of all US LNP issued -Handles 50%+ of U.S. wireless -50,000 merchant accounts roaming calls Slide 21 [VeriSign Logo] Minimal Customer Overlap Verisign, Inc. Financial Services: American Skandia Insurance Bank of America Barclay's Bank Deutsche Bank Diner's Club Dow Jones Federal Reserce Bank of NY First Union Bank First USA Paymentech Merrill Lynch Morgan Stanley Dean Witter Novus/Discover Royal Bank of Canada Softbank Southwest Securities Sumitomo Bank TransUnion VISA Manufacturing/Transportation: CSX Eastman Kodak Ford Motor Company General Electric Information Services Gillette Johnson & Johnson Miller Brewing Company UPS Telecommunications: AT&T BellSouth British Telecom Japan Communication SBC Worldcom NTT Communications US West Technology: EDS Agilent Hewlett-Packard Intuit NEC Netscape NTT Data Texas Instruments Government: State of New Jersey Patent & Trademark Office Veteran's Administration Social Security Adminstration US Army Department of Agriculture Department of Justice FBI IRS National Security Agency Illuminet: Air Touch ALLTEL AT&T BellAtlantic Mobile BellSouth Cable & Wireless CenturyTel CFW Intelos Cingular Wireless Citizens Commonwealth Telephony Destia Communications Deutsche Telekom eSpire Communications Excel Communications Frontier Global Crossing Golden States Cellular Intermedia McLeod USA PacWest Telecom Qwest SBC Southwestern Bell Wireless Sprint TDS Telecom Malaysia Teligent Time Warner Telecom US Cellular US West Verizon Vodafone Western Wireless Worldcom ZeroPlus Dialing Slide 22: Transaction Highlights 1. Consistent with VeriSign's strategy 2. Complementary customers, market focus and infrastructure 3. Synergies add to upside [highlighted] 4. Low execution risk 5. Accretive to margin structure and EPS [VeriSign, Inc. logo] Slide 23: Convergence Paradigm [Box] #1 trusted services provider Data and voice Leverage DNS technology VoIP bridge services Trusted SMS and PAM Cross-selling opportunities [Box above pointing to connection between two clouds] [Cloud 1] PSTN [illuminet logo] Pay Authentication NPAC Others [each represents SS7 switch] [diagram: wireline telephone - cloud - wireless telephone] [Cloud 2] Internet [VeriSign logo] Pay Authentication Registry Database Others [each represents name server] [diagram: mass markets - cloud - Enterprise] [VeriSign, Inc. logo] Slide 24: [VeriSign logo] Near Term Opportunities Slide 25: [VeriSign logo] Well Positioned for Future Growth
------------------------------------------------------------------------------------------------------------- Trusted SMS Services Leverage Super DNS Technology ------------------------------------------------------------------------------------------------------------ . Trusted SMS service between wireless . VeriSign DNS technology is directly carriers and internet users extendable to the IN space . Will also help landing trusted Presence and . Potential to bring cost advantages in the Availability Management (PAM) service for range of 2-3 orders of magnitude wireless and Internet (similar to Instant . Cost savings will drive operating margins Messaging) and price competitiveness ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- Next Generation Network Signaling Bridge Leverage Complementary Customer Relationships ------------------------------------------------------------------------------------------------------------- . Translation bridge for traditional carriers . Through Illuminet carrier channels, and next generation networks transitioning to VeriSign can sell its traditional services: VoIP services web presence, online security and payment . NGN carriers need to reach CNAM, LIDB and LNP services . Clear near term revenue opportunity . Important new products that VeriSign is developing depend on the carrier channel: Global Voice Registry, WebNum and VoIP Registry -------------------------------------------------------------------------------------------------------------
----------------------- --------------------- -------------------- --------------------- -------------------- Current Products Near Term Medium Term Long Term Opportunities Opportunities Opportunities ----------------------- --------------------- -------------------- --------------------- -------------------- VeriSign . Enterprise . Enhanced Voice . Unified . eNum Services Registry Services Messaging . Leader in . Global . WebNum . Trusted converged Registry . Trusted SMS Instant Messaging communication . Registrar . Leverage . Location-based/Mobile . Web Site DNS lookup Certificates Commerce architecture . B2C Payments . SS7 Connectivity, Switching and Illuminet Transport . Intelligent Network Svcs . Clearinghouse . OSS Interconnection . Seamless Roaming [Background has a large arrow pointing from left to right] Slide 26: [VeriSign logo] Enormous End-Market Opportunity (MM) 2001 2004 Wireless Subscribers 825 1,650 Telephone Lines 1,000 1,250 Internet Users 525 875 Internet Devices 500 1,050 Source: IDC, Global Industry Analysts based on worldwide figures Substantial opportunity for authentication, database and payment services Slide 27: [VeriSign logo] Transaction Highlights 1. Consistent with VeriSign's strategy 2. Complementary customers, market focus and infrastructure 3. Synergies add to upside 4. Low execution risk 5. Accretive to margin structure and EPS [Item 4 is highlighted] Slide 28: [VeriSign logo] Low Execution Risk . Both companies are strong stand-alone entities with proven track records of execution . No integration challenges - Illuminet to operate under ESP Division . Experienced management team - Both companies have successfully completed several acquisitions . Complementary service infrastructure
----------------------- --------------------- -------------------- --------------------- -------------------- . Prepaid wireless ----------------------- --------------------- -------------------- --------------------- -------------------- Slide 29: [VeriSign logo] Strong Market Opportunity . PSTN services market is large and growing - Expected to grow from $4.9 billion in 2000 to $10.8 billion in 2005 . Growth drivers include: - Growth in voice traffic - Increased trend towards outsourcing and offering differentiated services - Increased wireless penetration - Local number portability for wireless - Voice-data convergence . Opportunity to accelerate revenue growth - Illuminet currently carries 10% of overall communications traffic - Early entrant in the wireless space with substantial room for penetration - DNS technology is directly extendable into the Intelligent Networks space Slide 30: [VeriSign logo] Transaction Highlights 1. Consistent with VeriSign's strategy 2. Complementary customers, market focus and infrastructure 3. Synergies add to upside 4. Low execution risk 5. Accretive to margin structure and EPS [Item 5 is highlighted] Slide 31: [VeriSign logo] Illuminet Financial Highlights . Stable stand-alone business - Q2 revenues of $47 million and $0.29 in EPS . Transaction-based revenue base - 98% of revenues from recurring streams - 41% revenue CAGR 1996-2000 . Highly profitable business model - 82% gross margin and 30% operating margin in Q201 . High degree of visibility - Exceptional visibility at the beginning of the quarter - Solid balance sheet - Healthy cash position, low DSOs Slide 32: [VeriSign logo] Excellent Financial Profile [1 bar chart showing historical and projected yearly revenue for Illuminet historically for 1998, 1999 and 2000, and expected revenue from CS First Boston equity research for 2001.] Slide 33: [VeriSign logo] Pro Forma Financials - Historical [Table showing for both VeriSign, Illuminet and VeriSign + Illuminet (based on a 0.93 exchange ratio), historical 2000 and historical second quarter 2001 revenues, sequential revenue growth, gross profit, gross margin, operating income, operating margin, net income, net margin and EPS] Slide 34: [VeriSign logo] Financial Impact . Enhances revenue model - Transaction-based - Volume driven - Price protection through long-term contracts . On a pro forma basis, expands gross margin from 66% to 70% . Expands operating margin further . EPS accretive by 5-7% in 2002 Slide 35: [VeriSign logo] Consistent with Investment Highlights
VeriSign Illuminet Leading provider of trusted infrastructure services Leading provider of routing, directory and look-up on the Internet services in the PSTN world Compelling end-to-end service offering Suite of intelligent network and clearinghouse services Highly differentiated market position, trusted third Number one market share, neutral player with large party customer base Key technology and distribution partnerships Partnerships with leading hardware and software vendors: Cingular Wireless, Agilent, Ulticom, etc. [Large check box with check between columns for each of the 6 items listed above]
Critical mass and global reach Customer base of over 900 carriers and extensive network spanning North, Central and South America Profitable, recurring business model 41% revenue CAGR from 1996 to 2000; 31% operating margins in Q2:01; highly visible, recurring business model