TeliaSonera in agreement to purchase additional shares in Turkcell from Çukurova
· TeliaSonera agrees with the Çukurova Group to acquire an effective
27.0 percent stake in Turkcell for a cash consideration of USD 3.1
billion (SEK 21.8 billion) and increase its effective ownership stake to
· TeliaSonera will not make a public tender offer for Turkcell, which
will remain a listed company
· Çukurova to continue as local partner with a 13.5 percent stake
· Transaction underlines TeliaSonera’s commitment to Turkey and
Turkcell as well as the future development opportunities
· Transaction expected to be earnings and cashflow accretive
TeliaSonera, the leading telecommunications group in the Nordic-Baltic
region, has agreed today with the Çukurova Group in Turkey to acquire
all the remaining shares in Turkcell Holding. Thereby TeliaSonera will
acquire a further effective 27.0 percent stake in Turkcell Iletisim
Hizmetleri A.S. for a cash consideration of USD 3.1 billion (SEK 21.8
billion) and increase its effective ownership stake to 64.3 percent.
Turkcell is the leading mobile operator in Turkey, with 23.4 million
subscribers as of 31 December 2004.
The transaction is subject to agreement on definitive documentation
including share purchase agreement, further due diligence on Turkcell
and the receipt of all necessary regulatory approvals and third party
consents. In particular, the transaction will be conditioned on the
confirmation of an exemption from the mandatory tender offer requirement
from the Turkish Capital Markets Board.
The transaction is expected to be earnings and cash flow accretive to
TeliaSonera, before any synergies.
The transaction is expected to complete in the second quarter of 2005.
TeliaSonera will not make a public tender offer for Turkcell, which will
remain listed. TeliaSonera supports Turkcell’s current dividend policy.
TeliaSonera acknowledges the contribution of Turkcell’s current
executive management to the strong performance of the Company and is
confident in the ability to continue driving the business forward and to
develop and exploit the interesting future opportunities.
“Turkcell has an impressive track record and interesting development
opportunities. A transaction would strengthen both Turkcell and
TeliaSonera possibilities for the future,” comments Anders Igel,
President and CEO of TeliaSonera.
Analysts, investors and media are invited to participate in a conference
call on Tuesday 29 March 2005.
Time: 15:00 hours – CET (Stockholm time), 16:00 hours – CET + 1
To ensure that you are connected to the conference call, please dial-in
a few minutes before the start of the conference call.
Dial-in number: +44 (0)207 162 0183
Participants should quote: TeliaSonera
Replay number: +44 (0)207 031 4064 until 5 April, access code: 653460
TeliaSonera is the leading telecommunications company in the Nordic and
Baltic regions. At the end of December 2004 TeliaSonera had 15.4 million
mobile customers (51.4 million including associated companies) and 8.3
million fixed telephony customers (8.9 million including associated
companies) and 2.0 million Internet customers (2.1 million including
associated companies). TeliaSonera has extensive interests in the mobile
telecommunications sectors in Russia, Turkey and Eurasia. TeliaSonera is
listed on the Stockholm Stock Exchange and the Helsinki Stock Exchange.
Net sales for the year ended December 2004 amounted to SEK 81.9 billion
(USD 11.2 billion). The number of employees at the year-end was 29,082.
SEK million 2002 2003 2004
Net sales 80,979 81,772 81,937
EBITDA excl. non- 25,457 30,690 30,196
Net income (32,890) 7,671 12,964
Number of mobile 10.6 11.9 15.4
Number of fixed 8.3 8.1 8.3
Number of 28,460 26,694 29,082
employees at year
Turkcell is the leading mobile operator in Turkey with 23.4 million
subscribers as at end of December 2004. Turkcell also has interests in
mobile operations in Eurasia, Northern Cyprus and Ukraine. It is listed
on the Istanbul Stock Exchange and is the only Turkish company listed on
the New York Stock Exchange. Net sales for the first nine months of 2004
amounted to USD 2,550 million. It had 5,062 employees at the end of
USD million (US 2002 2003 Q1-Q3 2004
Revenue 1,974 2,459 2,550
EBITDA excl non- 761 1,036 1,293
Net income 102 754 685
Number of Mobile 15.7 19.0 23.4(Dec04)
Number of 4,076 5,062 Na
Employees at end
Financials for Turkcell exclude effects of litigation provisions.
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.
In particular this press release assumes that the current agreement of
the parties will lead to a definitive agreement and that the transaction
reflected in such agreement closes. Execution of any such agreement is
dependent on due diligence and the closing of any such agreement will be
subject to a variety of conditions, including regulatory and third party
consents. In particular, a condition to the transaction is an exemption
from the mandatory tender offer requirement from Turkey’s Capital
Note Exchange rate of USD 1 = SEK 7.02 has been used for transaction
related currency translations in this press release for convenience
only. 2004 average exchange rate of USD 1 = SEK 7.34 has been used for
the conversion of 2004 net sales.
For further information journalists can contact:
TeliaSonera´s Press Office, +46-(0)8-713 58 30