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December 30, 2005
BRUSSELS, Belgium -- Belgacom and Telindus are pleased to announce that they have reached agreement on a partnershipwhich will preserve Telindus as a separate company with its own brand, identity, culture and valueswithin the Belgacom Group. This decision was reached following recent discussions between theBoards of Directors of both companies. Belgacom maintains its current public offer on alloutstanding shares of Telindus at 16.6 euros per share in cash. The offering period will close onJanuary 6, 2006. Subject to the right to revise its opinion in case of a higher offer or counter offer,the Board of Directors of Telindus recommends the Belgacom offer to its shareholders. Boardmembers holding shares or representing Telindus shareholders will inform the market of theirposition at the latest on 3 January 2006.
“We are pleased that our constructive discussions of the past days have allowed Belgacom and Telindus to reacha common understanding about the value creation potential of our transaction”, said Didier Bellens, Belgacom’sPresident & CEO. “The agreement we have reached also demonstrates our determination to achieve our initialgoal and complete this transaction in the best interest of the shareholders of Belgacom and Telindus”.“We were looking for a bid that offers a fair value for the shareholders, employees and customers of theTelindus Group NV”, said Jan Steyaert, Chairman of the Board of Telindus. “It is clear that the additionalcommitments made by Belgacom and the creation of Telindus Foundation improve the quality of the Belgacombid”.
The conditional agreement will take effect if no higher offer is filed for Telindus at the latest on 4 January 2006.It also provides for further commitments by Belgacom with respect to its industrial project for Telindus, whichlast for a period of minimum 12 months to 5 years. The commitments are summarized below. The TelindusFoundation was constituted to monitor the compliance by Belgacom with these commitments.
Continuation of the international strategy
Belgacom believes that activities of Telindus outside Belgium, especially in Europe, represent interestingstrategic opportunities for Belgacom. At this stage, Belgacom does not intend to cause Telindus to restructureits current international operations for a period of at least 24 months after the completion of the offer, unlesssuch restructuring is planned or proposed by Telindus’ management. Belgacom will keep, within Telindus, eitherthe Mobistar shares or the proceeds thereof, for a period of up to 24 months and will allocate these financialmeans by priority to acquisition opportunities by Telindus abroad, subject to the applicable investment criteriaand governance rules.
Telindus will be the IT entity of the Belgacom Group
Belgacom is committed to further grow Telindus into a strong international ICT player with Belgian roots,building upon Telindus’ expertise, brand and reputation.After the acquisition, Belgacom will make Telindus the vehicle of growth in which it will concentrate all its ITservices business. Belgacom plans to keep Telindus as a separate legal entity, maintaining intact the Telindusgroup, the Telindus identity and Telindus culture. In that respect, Belgacom agrees to keep and activelypromote the Telindus brand name for a period of at least five years from the completion of the offer. In addition,Belgacom will not take the initiative to move the headquarters’ location, or other key Telindus locations for aperiod of at least 5 years.
Well balanced corporate governance
If the bid is successful, Telindus' will be further governed in accordance with the principles set forth in theLippens Code, with a balanced board representation of the existing management of Telindus and the newmajority shareholders, for a period of at least 12 months and as long as Telindus remains a listed company.Ronald Everaert CEO of Telindus has been invited to keep his office and to join the Belgacom ManagementCommittee. Jan Steyaert has been invited to remain as Chairman of the Board of Directors of Telindus.As long as Telindus is a listed company and for a period of at least 12 months after the date it acquires effectivecontrol over Telindus, Telindus shall have a management committee and the powers of the current managementcommittee shall remain unchanged. The majority of the members of Telindus' management committee shall besourced from members of the current management committee.
As for all Belgacom subsidiaries, Telindus will be subject to the budgeting, financial reporting and strategicplanning processes of the Belgacom Group as well as the internal Belgacom corporate governance rules.The Belgacom/Telindus combination will create value for all stakeholders. It will strengthen the combinedoffering to customers by leveraging individual assets and integrating them into unique converged solutions. Itwill create a financially strong combination, with the flexibility to invest in new business opportunities anddevelop new common initiatives.
Offer open until 6 January 2006
The take-over offer will be open until January 6 2006.
Belgacom SA (Euronext: BELG)
Telindus Group NV (Euronext: Tel.BR)
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