NETCOM AB ANNOUNCES SEK27.9 BILLION OFFER FOR SOCIÉTÉ EUROPÉENNE DE COMMUNICATION CREATION OF A PAN-EUROPEAN TELECOMMUNICATIONS COMPANY OPERATING IN 18 COUNTRIES WITH MORE THAN 9 MILLION CUSTOMERS New York and Stockholm - July 24, 2000 - NetCom AB ("NetCom", "the Group") (Nasdaq Stock Market: NECS) and Société Européenne de Communication ("SEC") (Nasdaq: SECAY, SECBY) today announce an Offer by NetCom AB for the total issued share capital of SEC ("the Offer"). The Offer values each SEC B share at SEK61.04 and values the total issued share capital of SEC at SEK34.9 billion. Under the Offer SEC A shareholders can elect to receive NetCom B shares instead of NetCom A shares. At the close of trading on the OM Stockholm Exchange's O-list on July 21 2000, NetCom held 19.9% of SEC A shares and 8.6% of SEC B shares or a total of 17.8% of shares outstanding. The Offer represents a premium of 22.3% against the closing price of SEC's B shares on the OM Stockholm Exchange O-list on July 21 2000 or 35.0% as against the average share price over the last month. Summary * The combination of NetCom AB and SEC will create a pan-European telecommunications company operating in 18 countries and providing a broad range of services to more than 9 million customers. * For every 11.5 SEC B shares, NetCom offers 1 NetCom B share. This values each SEC B share at SEK61.04 based on NetCom B shares Closing Price on Friday, July 21, 2000. * For every 11.5 SEC A shares, NetCom offers 1 NetCom A or B share. This values each SEC A share at SEK58.96 or SEK61.04 respectively. This is based on NetCom A and B shares Closing Prices on Friday, July 21, 2000. * The proposed merger will result in NetCom AB and SEC shareholders owning approximately 71.7% and 28.3% of the combined groups respectively. * The proposed merger of NetCom AB and SEC will consolidate the successful Tele2 branded operations under one management and ownership structure and focus attention on the exciting pan-European growth of the brand. * The proposed merger creates a platform for the development and bundling of fixed line, mobile, fixed wireless data, internet and related services to both companies' customers on a pan-European basis. * The proposed merger would also produce significant efficiencies and economies of scale by combining administrative purchasing and marketing costs. * The Offer is subject to the approval of NetCom shareholders at an Extraordinary General Meeting on August 10, 2000. Lars-Johan Jarnheimer, President and Chief Executive of NetCom AB, commented: "We believe that our Offer is in the interests of both SEC and NetCom AB's shareholders and customers. SEC's businesses will broaden NetCom AB's European footprint and service offering and establishes Tele2 as a pan-European brand". Anders Bjorkman, President and Chief Executive of SEC, commented: "The merger of NetCom AB and SEC will bring together two businesses with similar cultures and a focus on price and customer service. It is our belief that the merger will speed both groups' ambitions to become the leading alternative pan-European provider of telecommunications services". The NetCom AB release can be found at NetCom AB's website: and at SEC's website: This announcement contains the principal elements of the Offer. An Extraordinary General Meeting will be held on Thursday August 10, 2000 at 10.00 am at Gamla Stans Bryggeri, Tullhus 2, Skeppsbrokajen , Stockholm. The Offer document will be made available as soon as practicable and copies will be made available from NetCom AB's offices at Skeppsbron 18, PO Box 2094, SE-103 13, Stockholm. Further briefings There will be a conference call for analysts and investors at 1700 hours (CET) on July 24, 2000. Please call +44 (0)20 8240 8247 to register at least 10 minutes before the commencement of the call. A recording of this call will be available for 48 hours on the following number: +44 (0)20 82884459, Access code: 650462. The conference will also be broadcast over the internet. Please register for this service at least 10 minutes in advance at, where there will be a hotlink to the conference. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Société Européenne de Communication S.A. At the time NetCom AB (publ) commences its offer, it will file a registration statement, including a prospectus, with the U.S. Securities and Exchange Commission. THE PROSPECTUS AND RELATED OFFER DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. The registration statement will be made available to all shareholders of Société Européenne de Communication S.A. at no expense to them. The registration statement, which includes the prospectus, and related offer documents filed with the Commission will also be available for free at the Commission's website at This press release contains forward-looking statements that involve inherent risks and uncertainties. We have identified certain important factors that may cause actual results to differ from those contained in such forward-looking statements. See "Description of Business - Risk Factors" in the Annual Report of NetCom AB (publ) on Form 20-F filed with the U.S. Securities and Exchange Commission as updated with other filings from time to time. Contacts: Lars-Johan Jarnheimer Telephone: + 46 8 562 640 10 President and CEO, NetCom AB, (Sweden) Anders Björkman Telephone: +352 27 750 101 President and CEO, Société Européenne de Communication S.A., (Luxembourg) Sean Mullin Telephone: +44 (0)20 7425 5252 Managing Director Morgan Stanley Andrew Best Telephone: + 44 (0)20 7321 5010 Shared Value Limited, London Mobile: +44 (0)7798 576 378 ------------------------------------------------------------ This information was brought to you by BIT The following files are available for download: