BT signed agreement to acquire 68.6% of Net2S SA's outstanding issued share capital from four controlling founding shareholders

December 13, 2007

2 Min Read

LONDON -- BT announces today that it has signed the share purchase agreement to acquire 68.6% of Net2S SA's ('Net2S') outstanding issued share capital (the 'Block') from four controlling founding shareholders ('the Controlling Shareholders') at a price of Euro5.27 per share (the 'Acquisition'). The deal values the entire outstanding Net2S issued share capital at approximately Euro68.5 million. This announcement follows the statement released by BT on 10 October 2007 confirming it was in exclusive discussions with the Controlling Shareholders.

As consideration, upon settlement of the Tender Offer (as defined below), BT will issue new BT shares in exchange for 5,566,022 Net2S shares representing 42.9% of Net2S' issued share capital held by three founding shareholders. The number of BT shares to be issued will be calculated at that time based on a 3 day average quoted price of BT's Shares. The remaining 3,341,244 Net2S shares of the Block will be acquired for cash at the closing of the Acquisition. In addition to the price offered per share, it is proposed that before closing of the Acquisition, Net2S distributes Euro5 million of cash to all its current shareholders by way of a special dividend, equating to Euro0.385 per share.

Net2S provides technology consulting and engineering services for critical business solutions to large corporate customers. The company is headquartered in Paris and employs approximately 800 people operating mainly in France, but also with a presence elsewhere in Europe, USA and Morocco. For the year ended 31 December 2006 Net2S reported revenues of approximately Euro77 million, and Euro65.4 million for the first three quarters of 2007.

Subject to completion of the Acquisition of the Block and to approval from France's Autorite des Marches Financiers, BT will implement a public tender offer for the remaining issued share capital of Net2S at a price of Euro5.27 per share (the 'Tender Offer'). The consideration for the Tender Offer will be payable in cash. Net 2S's board of directors has given its preliminary approval to the Tender Offer.

BT Group plc (NYSE: BT; London: BTA)

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