Information Regarding Cash Price to be Paid in a Possible Mandatory Redemption Offer
In connection with the exchange offer by Telia to the shareholders of Sonera, Telia may, pursuant to Finnish law, as described in Telia's exchange offer prospectus, be required to make a mandatory redemption offer to those shareholders who have not exchanged their Sonera shares for Telia shares.
This mandatory redemption offer shall include a cash offer made at a price based on the volume-weighted average trading price paid for the Sonera share on the Helsinki Stock Exchange during the twelve-month period prior to the expiration of the exchange offer.
Based on the volume-weighted average price paid for the Sonera share on the Helsinki Stock Exchange during the twelve-month period which ended on November 13, 2002 and based on the closing price for the Telia share on the Stockholm Stock Exchange (Stockholmsbörsen) on November 13, 2002, which was SEK 32.00 or EUR 3.53, the situation would, by way of illustration, be as follows:
- The cash price that Telia would have to offer in a mandatory redemption offer would be EUR 5.00 per Sonera share.
- The cash value of the exchange offer would be EUR 5.34 per Sonera share.
- Thus the cash price of the mandatory redemption offer would be less than the cash value of the exchange offer.
Possible application of the so called top-up-condition
As described in connection with the prospectus, the Finnish Financial Supervision Authority issued a ruling, the practical effect of which was that no additional payment, a so-called top-up payment, would be required in connection with the exchange offer. Notwithstanding this ruling based on the above price information, there would be no trigger of the provision in the combination agreement between Telia and Sonera, which provides for Telia's right to terminate the agreement and abandon the exchange offer in the event the amount of cash Telia has to pay in the mandatory redemption offer for each remaining share of Sonera were to exceed the cash value of the Telia shares offered in the exchange offer by more than approximately EUR 0.27, or more than EUR 300 million in total for all outstanding Sonera shares.
However, Telia will not, as described in the prospectus, be able to finally determine whether to invoke the condition and abandon the exchange offer until immediately prior to the completion of the exchange offer.
For further information journalists can contact:
Telia's Press Office, +46 8 713 58 30
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