TeliaSonera increases Eesti Telekom holding above 50 percent and consolidates the company
Following today’s share purchase in Eesti Telekom, TeliaSonera’s ownership in Eesti Telekom will exceed 50 percent, enabling TeliaSonera to consolidate the company. Exceeding the 50 percent threshold requires TeliaSonera to make a mandatory public offer for remaining shares in Eesti Telekom.
TeliaSonera has today in a transaction acquired 100 shares in Eesti Telekom for EUR 7.02 (EEK 109.84) per share, which will increase TeliaSonera’s ownership in Eesti Telekom to slightly above 50 percent. As a result of TeliaSonera’s ownership exceeding 50 per cent, TeliaSonera will consolidate Eesti Telekom. TeliaSonera is expected to consolidate Eesti Telekom as of December 28, when the formal ownership of the shares acquired today is registered.
“Consolidating Eesti Telekom is an important step in pursuing our strategy to strengthen TeliaSonera as the leading telecom operator in the Nordic and Baltic region,” TeliaSonera’s CEO Anders Igel stated.
Upon exceeding the 50 percent threshold, TeliaSonera will launch a mandatory public offer for all Eesti Telekom shares in accordance with the Securities Market Act of Estonia. TeliaSonera offers EUR 7.02 in cash for each share, which is the same per share price paid by TeliaSonera in today’s purchase. The price is conditional upon approval by the Estonian Financial Supervision Authority (FSA). The offer value of the shares not already owned by TeliaSonera (49.99 percent) is EEK 7.576 million (EUR 484 million).
Following approval by FSA, notice and prospectus detailing the mandatory offer will be published. The printed prospectus will be made available at the Hansapank main branch at Liivalaia 8, Tallinn, Estonia.
The acceptance period for the mandatory offer begins on the date when the prospectus is published and will last for 42 days. FSA will be notified of TeliaSonera’s mandatory public offer on December 28, when TeliaSonera’s increased ownership in Eesti Telekom will be registered. FSA shall have to make a decision regarding the approval of the prospectus and offer price within 15 days.
The shares of Eesti Telekom are listed on the Tallinn Stock Exchange (HEX:ETLAT) and global depository receipts (GDRs) representing the shares of Eesti Telekom are admitted to the official list of the United Kingdom Listing Authority and to trading on the London Stock Exchange.
AS Eesti Telekom and subsidiary companies
9 months 2004 9 months 2003 2003 2002
or 30 Sept or 30 Sept
Net sales 2,205 2,034 2,763 2,619
EBITDA (SEK 945 963 1,215 1,224
EBIT (SEK 585 576 711 648
CAPEX (SEK 171 180 324 360
Mobile 557 464 492 428
Main lines 427 446 445 465
Internet 68 51 57
Exchange rates: 1 EUR = 9.00 SEK
[This press release may not be published, distributed, diffused or otherwise sent in or into the United States of America (including its territories and possessions, every State of the United States and the District of Columbia), Canada, Japan or Australia and it does not constitute an extension into the United States, Canada, Japan or Australia of the offer mentioned in this press release.
The offer mentioned in this press release is not being made in the Republic of Italy and has not been cleared by CONSOB pursuant to Italian laws and regulations. Accordingly, persons resident in Italy may not participate in this offer and neither this press release nor any other material relating to the offer may be distributed or made available in the Republic of Italy.
This press release does not constitute an offer to buy or the solicitation of an offer to sell any securities pursuant to the offer mentioned in this press release or otherwise. This press release must not be passed on to anybody else.
The full terms and conditions of the offer mentioned in this press release will be set out in the prospectus detailing this offer to be published after its approval by the Estonian Financial Supervision Authority and, in the case of relevant global depositary receipt (“GDR”) holders of AS Eesti Telekom, the instructions which will be made available by Baltic Tele AB to such GDR holders on how this offer may be accepted by them. Relevant holders of shares or GDRs of AS Eesti Telekom may rely only on such prospectus and instructions for all the terms and conditions of this offer.
The offer mentioned in this press release is directed only at persons outside the United Kingdom or having professional experience in matters relating to investments and this offer is available only to and will be engaged in only with such persons. Persons in the United Kingdom who do not have professional experience in matters relating to investments should not rely or act on any information included in this press release.
The availability of the offer mentioned in this press release may be affected by the laws of jurisdictions in addition to those mentioned above and holders of shares or global depositary receipts of AS Eesti Telekom must inform themselves about and observe any such restrictions.]
Statements made in the press release relating to future status or circumstances, including future performance and other trend projections are forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of TeliaSonera.