STOCKHOLM, Sweden, Sept. 13, 2005 (PRIMEZONE) -- This is a joint press release of Versatel Telecom International N.V., Tele2 Finance B.V. and funds advised by Apax Partners. Not for release, publication or distribution, in whole or in part, in or into Australia, Canada, Italy or Japan.
Further to the earlier press releases of 18 July 2005, 17 August 2005 and 8 September 2005, Tele2 Finance B.V. (Tele2, an indirect wholly owned subsidiary of Tele2 AB), Versatel Telecom International N.V. (Versatel) and funds advised by Apax Partners (Apax) hereby announce that final agreement has been reached on a recommended offer (Offer I) by Tele2 for all the issued and outstanding ordinary shares (Shares) and a recommended offer (Offer II) by Tele2 for all the issued and outstanding 3.875 per cent. convertible senior notes due 2011 convertible into ordinary shares in the capital of Versatel (Bonds; Offer I and Offer II collectively the Offers).
The terms and conditions of the Offers are described in the offer memorandum (Offer Memorandum) that will be made available as described below. A summary of certain key transaction facts is set out below, which should be read in conjunction with the Offer Memorandum:
-- The acceptance period for the Offers begins on 14 September 2005
and will end at 15:00 hours Amsterdam time on 7 October 2005,
unless extended.
-- A cash amount of EUR 2.20 per Share will be paid to
Shareholders tendering their Shares.
-- Bondholders will be paid a cash amount of EUR 132,273.61 per
Bond, which amount includes an incentive fee of 0.30 per cent.
of the principal amount of the Bond (see conditions below,
including a possible adjustment for the interest due for the
year ended 28 October 2005).
-- The conditions to the Offers include an acceptance level for
the Shares of at least 95 per cent. and at least 85 per cent.
for the Bonds. Tele2 reserves the right to waive one or more of
the conditions.
-- Subject to the Offers being declared unconditional, Tele2
intends, in consultation with Euronext, to de-list the Shares
and Bonds from Eurolist by Euronext Amsterdam.
-- The supervisory board and the management board of Versatel have
concluded that the Offers are in the best interests of Versatel,
its Shareholders, Bondholders and other stakeholders, and
unanimously recommend that Shareholders and Bondholders accept
the Offers.
-- Talpa Capital B.V. has irrevocably undertaken to tender all
Shares held by it under Offer I. This is in respect of
approximately 42 per cent. of the total issued and outstanding
share capital of Versatel.
-- At 10:00 hours, Amsterdam time, on 29 September 2005, Versatel
will convene an extraordinary general meeting of Shareholders to
discuss the Offers.
-- Subsequent to the settlement of the Offers, Versatel may convene
a meeting of Bondholders to resolve upon an amendment to the
mandatory redemption date of the Bonds. - This announcement and
related materials do not constitute an offer to purchase nor a
solicitation of an offer to sell Shares and/or Bonds. Any offers
will be made only by means of the Offer Memorandum referred to
below.
See attached document for full press release.
Tele2 is Europe's leading alternative telecom operator. Tele2 always strives to offer the market's best prices. With our unique values, we provide cheap and simple telecom for all Europeans every day. We have 29.4 million customers in 25 countries. We offer products and services in fixed and mobile telephony, Internet access, data networks, cable TV and content services. Our main competitors are the former government monopolies. Tele2 was founded in 1993 by Jan Stenbeck and has been listed on Stockholmsborsen since 1996. In 2004 we had operating revenue of SEK 43 billion and reported a profit (EBITDA) of SEK 6.6 billion.
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