NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
OSLO, Norway, March 4, 2019 /PRNewswire/ -- 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:
DNB Markets
Telephone: 23-26-81-01
E-mail: markets.ibd@dnb.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.
CONTACT:
NextGenTel Holding ASA
Harbitzalleen 2A 0275 Oslo
http://nextgentelholding.com
IR@nextgentel.com
This information was brought to you by Cision
http://news.cision.com
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