STOCKHOLM, Sweden, Sept. 14, 2004 (PRIMEZONE) -- Today TDC AS ("TDC") announced a public offer to the shareholders and holders of convertible bonds to acquire all issued shares and convertible bonds in Song Networks Holding AB ("Song") (the "Offer").
TDC is offering SEK 70 in cash or 0.2577 TDC shares per Song ordinary share. TDC is offering holders of Song's preference shares the same consideration per share as is offered for ordinary shares. TDC is offering holders of Song's convertible bonds 2002/2007 a cash amount corresponding to SEK 70 per underlying share as if tendered convertible bonds were exercised in full.
The transaction values Song at SEK 4.075 billion, on a fully diluted basis.
As set out in the press release of TDC announcing the Offer, TDC has received conditional undertakings in writing from certain shareholders and convertible bond holders in Song to accept the Offer. In total, such shareholders represent 19,023,300 shares (including convertible bonds) in Song, and thus control more than 30 per cent of the votes in Song on a fully diluted basis. Such undertakings are conditional upon, among other things, that the Offer will be completed and that a more favourable offer is not made. The shareholders have further the option, until the end of the acceptance period, to decide whether to choose cash or TDC shares as consideration under the Offer. Shareholders that have accepted the Offer through undertakings are among others: Stena Adactum AB, Andra AP-fonden and SEB Sverige Smabolag.
In addition, Song's board members and members of top management, holding Song shares, support the Offer.
The Offer is a result of TDC's ambition to strengthen its Nordic presence, and the combined company will become a significant Nordic player. The Board of Directors of Song believes that the industrial and strategic rationale behind the Offer is strong and that the transaction will benefit both TDC's and Song's customers.
The Board of Directors of Song has evaluated the Offer and would like to draw the following to the attention of the shareholders and holders of convertible bonds in Song.
Based on a cash consideration of SEK 70 per Song share, the Offer represents a premium to the current share price of 47.4 per cent *. In comparison to the past three months' volume weighted average price of the Song share, the premium of the Offer amounts to 59.9 per cent. If the same comparison is made to the volume weighted average price of the Song share during the last twelve months, the premium of the Offer is 29.5 per cent. The highest closing price of the Song share during the last twelve-month period has been SEK 77 per share (20 January 2004), and the lowest closing price has been SEK 36 per share (6 August 2004).
Several investment banks continuously monitor the Song share. These institutions publish expectations and reports with respect to Song's quarterly results. The analyst recommendations of these institutions following Song's second quarter results 2004, estimate target prices of the Song share in a 6-12 months perspective, within the range of SEK 48-55 per share.
In light of the above, the Board of Directors of Song believes that the price level of the Offer is fair and unanimously recommends the Offer to Song's shareholders and holders of convertible bonds. Since the Board of Directors of Song does not have any opinion as to the future development of TDC as a company or the TDC share, the Board of Directors is not in a position to express any view on whether Song's shareholders should choose TDC shares as consideration under the Offer.
(* The closing price of the Song share on 13 September 2004 was SEK 47.50.)
Steinvender ASA has acted as sole financial advisor to the Board of Directors of Song.
Solna, 14 September 2004
Song Networks Holding AB (publ) The Board of Directors
For further information, please contact:
Kjell Nilsson, Chairman of the Board of Directors of Song Networks Holding AB Mobile: +46 (0)702 60 01 21
About Song Networks, (Stockholmsborsen: SONW) Song Networks is a leading Nordic telecom operator. Based on its own infrastructure, Song Networks offers a wide range of data communication and telephony services within Sweden, Finland, Norway and Denmark. The company possesses leading-edge expertise within data communications, and focuses on delivering IP VPN and Internet Access services to business customers. Song Networks is a stable challenger of the former state-owned operators. Business customers are connected at competitive prices to the Group's DSL and fiber network, which offers high capacity and the best coverage in the Nordic region. Song Networks' main competitive advantage is the ability to offer efficient and technically advanced communications solutions in combination with a personal reception and top-quality customer service. The company was founded in 1995 and has approximately 860 employees. The head office is located Stockholm and the company has 23 offices located in the Nordic region. www.songnetworks.net
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Statement by the Board of Directors of Song Networks Holding AB (publ) in relation to the announced