TeliaSonera announces cash offer for TEO LT

TeliaSonera presently holds 100 percent of the shares in Amber Teleholding A/S, which owns 488,947,656 ordinary registered shares in TEO LT, representing 60 percent of all outstanding shares and 62.94 percent of all votes. The offer concerns all issued shares in TEO LT that TeliaSonera does not already own (excluding shares owned by TEO LT itself). TeliaSonera will offer LTL 1.83 in cash for each ordinary registered share of TEO LT. The total amount of the offer is LTL 527 million (SEK 1,556 million). This represents offer price premia of 52.4 percent over the 180-day and 47.5 percent over the 60-day volume-weighted average TEO LT share price, respectively, and 30.7 percent over the closing market price as of August 21, 2009.

The offer is not conditional and has no minimum threshold of shares acquired. The offer will not be extended to the Global Depository Receipts, (GDRs), nor to the shares and GDRs owned by TEO LT.

TeliaSonera offers reliable, innovative and user friendly telecommunication services in 20 markets, while at the same time recognizing the importance, as well as the potential, of adapting its portfolio of services to local market conditions. TeliaSonera aims at creating customer value by providing world class customer service, high quality networks and an efficient cost structure. The offer is in line with the group’s strategy to increase ownership in core business holdings.

“TEO LT’s future prospects will improve from an increased TeliaSonera ownership. TEO LT will gain enhanced access to TeliaSonera’s know-how and innovative solutions which will enable them to develop and provide new services to customers at lower cost. We also believe that TEO LT would benefit in its future development and investments from TeliaSonera’s strong financial position,” says Lars Nyberg, President and CEO of TeliaSonera.

TEO LT is one of the leading providers of telecommunication services in Lithuania with strong brands and a leading market position. TeliaSonera regards Lithuania as a home market and has made considerable investments in the country. Going forward, TeliaSonera will make further investments in the country to fortify this position.

TeliaSonera will apply to Lithuanian Securities Commission (LSC) officially for approval of the offering Circular to the shareholders on August 25, 2009. The acceptance period for the offer begins on 4th business day after the offering Circular has been approved by the LSC, currently expected on September 9, 2009, and will last for 31 (thirty-one) calendar days, i.e. until October 9, 2009. The above dates are indicative and subject to change pursuant to the approval of the documents by the LSC. TEO LT’s Board opinion is due within 10 calendar days from the date when the Circular is published.

Today TeliaSonera also announces a cash offer for all the issued shares in Eesti Telekom in Estonia that TeliaSonera does not already own.

SEB Enskilda is acting as TeliaSonera’s sole financial advisor in this transaction. Lideika, Petrauskas, Valiūnas ir Partneriai LAWIN is acting as TeliaSonera’s Lithuanian legal advisers and Sullivan & Cromwell LLP is acting as international legal adviser.

This press release does not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to purchase any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of or be relied on in connection with, any contract therefore.

The Offer is not being made and will not be made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, Canada, Australia, Japan or Italy.

This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this press release and any related offering documents are not being, and must not be, mailed or otherwise transmitted, distributed or forwarded in or into the United States of America, Canada, Australia, Japan or Italy.

Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid. No securities or other consideration is being solicited and if sent in response by a resident of the United States of America, Canada, Australia, Japan or Italy will not be accepted.
No indications of interest in the Offer are sought by this press release.

The release, publication or distribution of this press release in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this press release is released, published or distributed should inform themselves about and observe such restrictions.

Receipt of this press release will not constitute an offer in those jurisdictions in which it would be illegal to make the Offer and in such circumstances it will be deemed to have been sent for information purposes only.

TeliaSonera AB discloses the information provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instrument Trading Act. The information was submitted for publication at 07.30 a.m. CET on August 24, 2009.
For further information journalists can contact:
The TeliaSonera Press Office, +46-771 77 58 30

Forward-Looking Statements
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.