NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF SUCH JURISDICTION.
TDC has been informed that a consortium comprising PFA, PKA, ATP and Macquarie
Infrastructure and Real Assets has decided to launch a take-over offer
Today, TDC A/S ("TDC") announces that it has been informed that DK
Telekommunikation A/S (the "Offeror") acting on behalf of a consortium
comprised of PFA Pension, Forsikringsaktieselskab ("PFA"), acting on behalf of
Pensionskassen for Sygeplejersker og Lægesekretærer, Pensionskassen for
Sundhedsfaglige, and Pensionskassen for Socialrådgivere, Socialpædagoger og
Kontorpersonale ("PKA"), Arbejdsmarkedets Tillægspension ("ATP") and Macquarie
Infrastructure and Real Assets Europe Limited acting on behalf of funds or
entities managed or advised by it ("MIRA") (combined the "Consortium") has
decided to make a voluntary recommended tender offer on the entire share
capital of the company.
The Offeror will submit a voluntary recommended public takeover offer (the
"Offer") to buy the entire share capital of TDC A/S for an all-cash
consideration of DKK 50.25 per share (the "Offer Price"):
· The Offer Price represents a premium of 25.6% to the share price of
TDC on the 31
January 2018, prior to announcement of the potential combination of
the Company
with MTG Nordic Entertainment and Studios assets, of DKK 40.01 and a
premium of
30.6% to TDC volume weighted average share price of DKK 38.48 per
share during
the three months ended 31 January 2018. We note that since 31
January 2018 up to
9 February 2018 the Eurostoxx market index has declined by 7.1%;
· The Offer Price represents an attractive valuation of the Company,
corresponding to a
multiple of 8.0x 2017 EBITDA and 17.6x 2017 Operating Free Cash Flow;
· The Offer provides a high degree of transaction certainty and is not
conditional on
due diligence;
· The Offer represents improved terms compared to previous non-binding
proposals made
by the Consortium to TDC;
· The Offer Price will be reduced on a DKK-by-DKK basis for any
dividends paid out by
TDC prior to completion of the Offer, if any.
Statement of Pierre Danon, Chairman of TDC
Pierre Danon, Chairman of TDC, said:
"After careful review of our options, the Board of Directors of TDC believes
that the Consortium's Offer represents both the most compelling value and the
highest transaction certainty benefitting the TDC shareholders. As a result, we
have decided to recommend that the shareholders of TDC accept the Offer".
TDC Board of Directors recommendation
The Board of Directors of TDC has today confirmed in the announcement agreement
entered into with the Consortium that it will, subject to its fiduciary duties,
recommend TDC's shareholders to accept the Offer when made in the form of an
offer document approved by the Danish Financial Supervisory Authority. The
Board of Directors will in due course after the Offeror's publication of the
official offer document issue its statement provided for in section 22 of the
Danish Executive Order no 1171/2017 on takeover offers.
TDC has received opinions from LionTree Advisors UK LLP and Morgan Stanley &
Co. International plc ("Morgan Stanley"), both dated February 12, 2018 to the
effect that, as of such date and based upon and subject to the procedures
followed, assumptions made, qualifications and limitations on the review
undertaken, and other matters considered by LionTree and Morgan Stanley,
respectively, in preparing its opinion, the Offer Price to be received by the
holders of shares in TDC (other than the Offeror and its affiliates) was fair,
from a financial point of view, to such holders.
Offer process and conditions
The announcement of the Offeror's decision to make the Offer is attached and is
hereby published in accordance with Section 4(1) in the Executive Order on
Takeover Offers.
The Offer will be conducted in accordance with Danish law and the terms and
conditions of the Offer will be set out in an offer document, which will be
published by the Offeror upon approval by the Danish Financial Supervisory
Authority and no later than 4 weeks from the date of this announcement.
Completion of the Offer will be conditional on, inter alia, customary merger
clearance and regulatory approvals and offer acceptance from more than 2/3rds
of the share capital and voting right of TDC. A full list of conditions will be
included in the offer document.
Combination with MTG's Nordic Entertainment and Studio businesses
The Offer is also subject to the combination between TDC and MTG's Nordic
Entertainment & Studio Business, announced on 1 February 2018, not proceeding.
While TDC's Board of Directors and executive management remain convinced in the
strategic merits in the previously announced combination of the Company with
MTG's Nordic Entertainment and Studio businesses, the Board of Directors has
concluded that the Offer provides TDC's shareholders with a highly attractive,
immediate and secure value and that therefore, consistent with the Board of
Directors' fiduciary duties, the Board of Directors will recommend, subject to
its fiduciary and other duties, TDC's shareholders to accept the Offer once
made.
As a consequence of this conclusion, TDC has informed Modern Times Group MTG AB
that, subject to the Offer being made in the form of the Offer Document on the
terms agreed with the Offeror, it will withdraw its recommendation to TDC's
shareholders to vote in favour of the said combination.
Advisors
LionTree Advisors and Morgan Stanley are acting as financial advisors, with
Kromann Reumert acting as the legal advisor to TDC on the transaction.
This Announcement is not directed at shareholders of TDC A/S whose
participation in the Offer would require the issuance of an offer document,
registration or other activities other than what is required under Danish law.
The Offer is not and will not be made, directly or indirectly, to shareholders
resident in any jurisdiction in which the submission of the Offer or acceptance
thereof would contravene the law of such jurisdiction. Any person acquiring
possession of this Announcement or any other document referring to the Offer is
expected and assumed to obtain on his or her own accord any necessary
information on any applicable restrictions and to comply with such
restrictions.
This Announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise. The Offer will be made solely by means of an Offer Document
approved by the Danish FSA, which will contain the full terms and conditions of
the Offer, including details of how the tender offer may be accepted. TDC
shareholders are advised to read the Offer Document and the related documents
when published as they will contain important information.
Notice to Shareholders in the United States of America
The Offer will be subject to the laws of Denmark. The Offer, once made, will
relate to the securities of a Danish company and is subject to the disclosure
requirements applicable under Danish law, which may be different in material
aspects from those applicable in the United States of America.
The Offer will be made in the United States of America pursuant to Section
14(e) of, and Regulation 14E promulgated under, the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"), subject to the exemptions
provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance
with the requirements of Danish law. The Offer will not be subject to Section
14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act. TDC is not
subject to the periodic reporting requirements under the Exchange Act, and is
not required to, and does not, file any reports with the United States of
America Securities and Exchange Commission thereunder.
Residents of the United States of America must be aware that this announcement
and, once published, the Offer Document and any other documents regarding the
Offer have been or will be prepared in accordance with Danish standards as to
contents and style, which standards may differ from US standards. In addition,
the procedures for the tender of securities and settlement of the consideration
due to each TDC shareholder who accepts the Offer will be carried out in
accordance with the rules applicable in Denmark, which may differ in material
aspects from the rules and procedures applicable to a tender offer for the
securities of a domestic US company, in particular with respect to withdrawal
rights, offer timetable, settlement procedures and the payment date of the
securities.
It may be difficult for TDC's shareholders to enforce their rights and any
claim they may have arising under the US federal securities laws, since the
Offeror and TDC are located in non- US jurisdictions, and some or all of their
respective officers and directors may be residents of non- United States of
America jurisdictions. TDC's shareholders may not be able to sue the Offeror or
TDC and/or their respective officers or directors in a non- US court for
violations of the US securities laws. Further, it may be difficult to compel
the Offeror and TDC and their respective affiliates to subject themselves to a
United States of America court's judgment.
This announcement has been prepared both in English and Danish. In the event of
any discrepancies between the English and Danish version, the English version
shall prevail.
TDC A/S
Teglholmsgade 1
0900 Copenhagen C
DK-Denmark
tdc.com
Attachment:
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