Telenor increases its ownership in Glocalnet to above 50 percent and makes a public offer to the shareholders and warrantholders of Glocalnet
Not for release, directly or indirectly, in or into the United States, Australia, Canada or Japan.
Telenor ASA (“Telenor”) makes , through its wholly owned Swedish subsidiary TBS Infrastructure AB (“TBS Infrastructure”), a public offer to all shareholders and warrantholders of Glocalnet AB (“Glocalnet”), to tender their shares in and warrants 2003:1 issued by Glocalnet to Telenor (the “Offer”). The Offer is made in accordance with the stipulations regarding mandatory bid in the rules of the Swedish Industry and Commerce Stock Exchange Committee with respect to public offers for the acquisition of shares (the “NBK Rules”). • The Offer is SEK 4.00 in cash for each share in Glocalnet. The Offer of SEK 4.00 per share represents a bid premium of 13.6 percent compared to the closing price of the Glocalnet share on February 7, 2006 of SEK 3.52. • Telenor’s ownership in Glocalnet. On February 7, 2006, Telenor acquired 34,054,510 shares in Glocalnet. Telenor’s ownership thereby increases to 126,476,210 shares, corresponding to 50.1 percent of the capital and votes in Glocalnet (50.04 percent after full dilution considering the outstanding warrants) . The acquisitions were made at a price of SEK 4.00 per share. • Acceptance period in the Offer. The acceptance period is planned to begin March 2, 2006 and end March 23, 2006. Background and reasons for the Offer Glocalnet is one of the fastest growing broadband companies in Sweden and has a strong position in the low-price segment. Telenor has been a shareholder of Glocalnet since 2002 and has at the same time been an important partner and supplier. Telenor is now aiming at developing Glocalnet further, together with its other operations in Sweden, and has therefore chosen to take the control over the company. - Telenor’s goal is to be a leading actor in the growing Nordic broadband market and through the acquisition of Bredbandsbolaget last year, we took an important position in Sweden, Morten Karlsen Sørby, head of Telenor's Nordic operations, says. - With its strong low-price position, Glocalnet is a good supplement to Bredbandsbolaget and the acquisition gives us a broader position in the market. Glocalnet has during a period of time had a locked ownership structure with several large owners, which sometimes have had different views on the future development of the company. It has been important to Telenor to solve this ownership structure and to focus on running the operation of the company. - It is a matter of course that we will look into possible areas of cooperation with our other operations in Sweden, both within operation and in the development of new offers. It is of great importance to us that Glocalnet continues to gain market shares within broadband and that we are focused on remaining Glocalnet’s independent and attractive position, Morten Karlsen Sørby says. The Offer TBS Infrastructure will offer SEK 4.00 in cash for each share in Glocalnet. For each warrant 2003:1 issued by Glocalnet, SEK 4.00 in cash minus the subscription price per share under the warrants is offered. The total value of the Offer amounts to approximately SEK 500 million. No commission will be charged. Glocalnet’s shares are listed on the O-list of the Stockholm Exchange. Financing The acquisition consideration is financed by a capital infusion from Telenor, which, in turn, finances this by available liquidity. Condition for the Offer The Offer is conditional upon necessary approvals being granted by relevant authorities, including approvals from competent competition authorities, with only such conditions that reasonably, according to Telenor’s judgement, may be accepted by Telenor and TBS Infrastructure. The Offer may only be withdrawn on the grounds of failure to fulfil this condition if failure to fulfil the condition is of material importance for Telenor’s acquisition of shares in and warrants issued by Glocalnet. TBS Infrastructure reserves the right to fully or partially waive this condition. The Offer is made in accordance with the rules on mandatory bid in the NBK Rules, which are applicable on the Offer. Above that, the Securities Council’s rulings concerning the interpretation and application of the NBK Rules are applicable. Preliminary timetable An offer document detailing the Offer is planned to be distributed to Glocalnet’s shareholders, among others, on or about March 1, 2006. The acceptance period is planned to begin on March 2, 2006 and is anticipated to end on or about March 23, 2006, subject to required regulatory approvals. Assuming that the acceptance period ends on March 23, 2006, settlement is expected to occur on or about April 3, 2006. TBS Infrastructure will reserve the right to extend the acceptance period. Such an extension of the acceptance period will not imply that payment or compensation to those who have already accepted the Offer will be delayed. Oslo and Stockholm, February 8, 2006 Telenor ASA TBS Infrastructure AB For further information, please contact: Pål Kvalheim Head of Communication, Telenor i Norden Telephone number: +47 970 44 970 E-mail: firstname.lastname@example.org Telenor in brief Headquartered in Oslo, Norway, Telenor is an international provider of high quality telecommunications, data and media communication services. Telenor is one of Norway’s largest companies with revenues in 2004 of approx. NOK 61.3 billion and a work force of 20,900 domestically and abroad. Telenor is listed at the Oslo Stock Exchange (TEL) and Nasdaq in New York (TELN).