NOT TO BE DISTRIBUTED IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA JAPAN or ITALY
The takeover bid will be made in accordance with the laws of the Republic of Lithuania and will not be subject to any filing with, or approval by, any foreign regulatory authority. TeliaSonera plans to submit takeover bid application package to the Bank of Lithuania and launch the takeover bid following the approval of the Takeover Bid Circular.
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 takeover bid 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 takeover bid 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 takeover bid 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 takeover bid 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 a takeover bid in those jurisdictions in which it would be illegal to make the takeover bid and in such circumstances it will be deemed to have been sent for information purposes only.
TeliaSonera has agreed to acquire 7.87 percent of the shares in TEO LT from East Capital for EUR 0.637 (LTL 2.20) per share and will thereby increase its ownership to 76.16 percent (from the current 68.29). TeliaSonera will also invite all other shareholders to participate in a voluntary takeover bid for the remaining outstanding shares.
TeliaSonera will pay a total cash consideration of EUR 38.9 million (LTL 134.5 million) or approximately SEK 347.5 million for the shares acquired from East Capital. Closing is scheduled to take place on May 10, 2012. East Capital will receive the dividend of LTL 0.20 (EUR 0.058) per share as decided at the shareholders' meeting on April 24, 2012, with the dividend record date May 9, 2012.
TeliaSonera will also launch a voluntary takeover bid for the remaining outstanding shares in TEO LT as soon as all related approvals are received. TeliaSonera will offer EUR 0.637 (LTL 2.20) per share in cash, corresponding to a total amount of approximately EUR 118.0 million (LTL 407.3 million). The takeover bid represents a premium of 5.3 percent compared with the closing market price as of May 7, 2012. The takeover bid is not conditional and has no minimum threshold of shares tendered.
"With this acquisition we continue to execute on our strategy to increase the ownership in our core holdings. Following our agreement to acquire East Capital's stake in TEO LT, we have also decided to give the same opportunity to all shareholders. If they find our takeover bid attractive, all shareholders will be able to sell their shares at the same price as East Capital received, but we intend to keep the company listed as long as there is a reasonable free float," said Per-Arne Blomquist, Executive Vice President and CFO of TeliaSonera.
"East Capital has been a long-term shareholder of TEO involved in the company's success over several years. TEO is a prime example of the kind of investments we look for in Eastern Europe. This was a good opportunity to realize the value of our investment, we look forward to see TeliaSonera continue to develop the potential in TEO," says Peter Elam Håkansson, Head of the Investment Management team at East Capital.
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 7 a.m. CET on 8 May 2012.
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.
TeliaSonera provides network access and telecommunication services in the Nordic and Baltic countries, the emerging markets of Eurasia, including Russia and Turkey, and in Spain. TeliaSonera helps people and companies communicate in an easy, efficient and environmentally friendly way. Our ambition is to be number one or two in all our markets, providing the best customer experience, high quality networks and cost efficient operations. TeliaSonera is also the leading European wholesale provider with a wholly-owned international carrier network. In 2011, net sales amounted to SEK 104 billion, EBITDA to SEK 36.9 billion and earnings per share to SEK 4.20. The TeliaSonera share is listed on NASDAQ OMX Stockholm and NASDAQ OMX Helsinki. Read more at www.teliasonera.com.
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