AMSTERDAM --
Versatel agrees to acquire Tele2 Netherlands and Tele2 Belgium from Tele2 for EUR200 million in aggregate (on a cash and debt free basis and subject to certainadjustments);
Versatel intends to raise EUR 255 million in a rights offering, the proceeds of whichwill be fully guaranteed by Tele2, for purposes of funding the acquisitions and forgeneral corporate purposes;
Versatel’s ordinary shares are valued at EUR 0.90 to EUR 1.10 as per 30 September2006 by Kempen & Co.;
an extraordinary general meeting of shareholders of Versatel is scheduled to be heldon 12 February 2007;
Versatel proposes that Mr. H. Ringmar will be appointed as CEO and ManagementBoard member of Versatel, effective upon the resignation of Mr. P. Borgklint at theearlier of the completion of the acquisitions or 1 May 2007; and
Versatel proposes the appointment of Mr. A. Olsson to its Supervisory Board, withimmediate effect, as well as the appointment of Messrs. J. Bouma and R. de Bakkerto its Supervisory Board subject to the consummation of the acquisitions and theproposed offering.
Acquisitions
In furtherance of its press release of 16 August 2006, Versatel Telecom International N.V.(“Versatel”) announces today that it has agreed to acquire all of the issued and outstandingshare capital of Tele2 Netherlands B.V. (“Tele2 NL”) and Tele2 Belgium N.V. (“Tele2 Be”).The shares in Tele2 NL will be acquired from Tele2 Netherlands Holdings B.V. for EUR 188million (on a cash and debt free basis and subject to certain adjustments). The shares inTele2 Be will be acquired from Tele2 Europe S.A. and SEC Luxembourg S.A. for EUR 12million (on a cash and debt free basis and subject to certain adjustments). Tele2 NetherlandsHoldings B.V., Tele2 Europe S.A. and SEC Luxembourg S.A. are all wholly ownedsubsidiaries of Tele2 AB, the listed Swedish telecom operator. Tele2 AB, through itssubsidiary Tele2 Finance B.V., currently also holds 80.3 % of the currently issued andoutstanding shares of Versatel, as well as all of Versatel's convertible notes due 2011.
Proposed Equity Offering
The acquisitions are conditional upon, inter alia, the completion of a EUR 255 million equityoffering, which Versatel intends to commence following an extraordinary meeting ofshareholders (“EGM”) to be held on 12 February 2007. This equity offering will be structuredas a rights offering, in which only 'Eligible Shareholders' of Versatel will be allowed toparticipate. Certain shareholders of Versatel who may not lawfully acquire rights or shares inthe proposed offering (including, but not limited, to shareholders who are located in theUnited States), will not qualify as ‘Eligible Shareholders’ and will therefore also not be able toparticipate in the proposed offering. For a full description of who will be ‘EligibleShareholders’ and who will not, Versatel refers to the shareholders circular, dated today,which is, subject to certain restrictions, available through our website (www.versatel.com).
Tele2 Finance B.V. has agreed to guarantee, subject to certain conditions, the proceeds ofthe proposed equity offering in an amount of up to EUR 255 million. The proceeds of theequity offering will be used for purposes of funding the purchase price payable in connectionwith the acquisitions of Tele2 NL and Tele2 Be, as well as for general corporate purposes.
Versatel Telecom International N.V. (Pink Sheets: VRSAF)