Telecom Holding 3 AS commences recommended voluntary cash offer to acquire the entire issued share capital of NextGenTel Holding ASA
NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the stock exchange notice dated 15 February 2019.
The offer period under Telecom 3 Holding AS' recommended voluntary cash offer to acquire the entire issued share capital of NextGenTel Holding ASA ("NextGenTel") for NOK 14.00 per share (the "Offer") will start on 5 March 2019 and will end on 17:00 CET on 25 March 2019 (subject to extension). The board of directors of NextGenTel has unanimously decided to recommend to the shareholders of NextGenTel that they accept the Offer.
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 completion of the Offer remains subject to satisfaction of the closing conditions, including a minimum acceptance of more than 90% of the shares on a fully diluted basis as further described in the offer document.
The offer document, containing the complete terms and conditions of the Offer, was published today by Telecom Holding 3 AS. Subject to restrictions under applicable securities laws, the offer document will be distributed to all registered shareholders of NextGenTel and will also be available at www.dnb.no/emisjoner.
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:
Telephone: 23 26 81 01
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.