NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
OSLO, Norway, Feb. 15, 2019 /PRNewswire/ -- 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:
Gunnar Jacobsen
Email: Gunnar.Jacobsen@kistefos.no
Important Notice:
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.
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