Recommended voluntary cash offer to acquire all shares in NextGenTel Holding ASA
NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Oslo, 15 February 2019. Telecom Holding 3 AS announces that it intends to make a voluntary cash offer of NOK 14.00 per share for all issued and outstanding shares in NextGenTel Holding ASA ("NextGenTel"). The offer values the total share capital of NextGenTel at NOK 325,964,620.
The offer price represents a premium of 18.1% over the closing price of the shares on 14 February 2019 and 25.4% over the volume weighted average price of NextGenTel’s shares for the three month period prior to this announcement, respectively.
Telecom Holding 3 AS is a wholly owned subsidiary of Kistefos AS, a private Norwegian investment company wholly-owned by Christen Sveaas. The Kistefos group currently holds 5,824,667 shares in NextGenTel, equal to approximately 25% of the total number of shares. The shares are held under a forwards contract with Skandinaviska Enskilda Banken AB. Shareholders representing approximately 19% of the total share capital of NextGenTel, including among others Hortulan AS, Tigerstaden AS, Middelborg Invest AS, Datum AS and Eirik Lunde, have already given their pre-acceptances to the offer, subject to customary conditions. All shareholders who have been requested to provide pre-acceptances of the offer have done so. The Kistefos group’s ownership and obtained pre-acceptances account for approximately 44% of the total number of shares on a combined basis.
The board of directors of NextGenTel unanimously recommends the offer. Lars Thoresen, chairman of the board of directors of NextGenTel said:
"Over the recent months the board of directors of NextGenTel has carefully evaluated various strategic options for the company. After exploring various alternatives we have come to the conclusion that the offer from Telecom Holding 3 AS represents a good alternative for NextGenTel and its shareholders and the board has unanimously decided to recommend to NextGenTel's shareholders to accept the offer".
Gunnar Jacobsen, investment director at Kistefos AS, said:
"We have had a long-term belief in NextGenTel, but have come to the conclusion that the company can best be developed in a private setting. Accordingly, we have decided to make an offer to the other shareholders to acquire their shares"
The offer will be subject to the following conditions:
(i) The offer shall on or prior to the expiration of the offer period have been accepted by shareholders representing (when taken together with any shares acquired or agreed to be acquired by Telecom Holding 3 AS other than through the offer) more than 90% of the issued and outstanding share capital and voting rights of NextGenTel on a fully diluted basis;
(ii) All permits, consents and approvals required under applicable competition law for the completion of the offer shall have been obtained and any applicable waiting periods shall have expired or lapsed, in each case without conditions;
(iii) No court or other governmental or regulatory authority of competent jurisdiction shall have taken or threatened to take any form of legal action (whether temporary, preliminary or permanent) that will or might restrain or prohibit the consummation of the offer;
(iv) Following the date of this announcement, NextGenTel shall, other than with the prior written consent of Telecom Holding 3 AS, in all material respects have conducted its business in the ordinary course and in accordance with applicable laws, regulations and decisions of competent governmental and regulatory authorities;
The offer will be financed by a combination of equity and committed external debt financing. The offer will not contain any conditions as to financing or due diligence.
The complete details of the offer, including all terms and conditions, will be contained in an offer document to be sent to NextGenTel's shareholders following review and approval by Oslo Børs pursuant to Chapter 6 of the Norwegian Securities Trading Act. The offer period is expected to start in the week beginning on 25 February 2019 and is expected to be three weeks from the date of approval of the offer document, subject to extension by Telecom Holding 3 AS. Shareholders are urged to read the offer document when it is available because it will contain important information.
The recommendation from the board of directors of NextGenTel will be included in the offer document. The recommendation from the board of directors of NextGenTel will not be a formal statement made pursuant to sections 6-16 and 6-19 of the Norwegian Securities Trading Act. NextGenTel will in consultation with Oslo Børs engage an independent third party to give such a statement on its behalf.
This notification does not in itself constitute an offer. The offer will only be made on the basis of the offer document and can only be accepted pursuant to the terms of such document. The offer will not be made in any jurisdiction in which the making of the offer would not be in compliance with the laws of such jurisdiction.
Telecom Holding 3 AS intends to make a compulsory acquisition of the remaining shares in NextGenTel upon acquiring more than 90% of the shares in NextGenTel under the offer. Further, subject to the outcome of the offer, Telecom Holding 3 AS intends to propose to the general meeting of NextGenTel that an application is filed with Oslo Børs to de-list the shares from Oslo Børs.
ABG Sundal Collier ASA is acting as financial adviser to NextGenTel. DNB Markets, a part of DNB Bank ASA, is acting as financial adviser to Telecom Holding 3 AS in connection with the offer. Advokatfirmaet Wiersholm AS is acting as Norwegian legal adviser to Telecom Holding 3 AS and Advokatfirmaet Schjødt AS is acting as Norwegian legal adviser to NextGenTel.
For further information, please contact:
The offer and the distribution of this announcement and other information in connection with the offer may be restricted by law in certain jurisdictions. Telecom Holding 3 AS and NextGenTel assume no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICITON. THIS ANNOUNCEMENT DOES NOT IN ITSELF CONSTITUTE AND OFFER. THE OFFER WILL ONLY BE MADE ON THE BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF SUCH DOCUMENT
The offer is being made for the securities of NextGenTel Holding ASA, a company incorporated under the laws of the Kingdom of Norway, and is being made in the United States in compliance with, and reliance on, Section 14(e) of the US Securities Exchange Act of 1934 and Regulation 14E thereunder. The offer will be made in the United States by Telecom Holding 3 AS and no one else.
The offer is subject to disclosure and procedural requirements of the Kingdom of Norway which are different from those in the United States. In addition, the payment and settlement procedures with respect to the Offer will comply with the relevant Norwegian rules, which differ from United States payment and settlement procedures.