TDC Lines Up Song Acquisition

Song Networks makes statement on TDC's offer

September 15, 2004

2 Min Read

STOCKHOLM -- Today TDC AS ("TDC") announced a public offer to the shareholders and holders of convertible bonds to acquire all issued shares and convertible bonds in Song Networks Holding AB ("Song") (the "Offer").

TDC is offering SEK 70 in cash or 0.2577 TDC shares per Song ordinary share. TDC is offering holders of Song's preference shares the same consideration per share as is offered for ordinary shares. TDC is offering holders of Song's convertible bonds 2002/2007 a cash amount corresponding to SEK 70 per underlying share as if tendered convertible bonds were exercised in full.

The transaction values Song at SEK 4.075 billion, on a fully diluted basis.

As set out in the press release of TDC announcing the Offer, TDC has received conditional undertakings in writing from certain shareholders and convertible bond holders in Song to accept the Offer. In total, suchshareholders represent 19,023,300 shares (including convertible bonds) in Song, and thus control more than 30 per cent of the votes in Song on a fully diluted basis. Such undertakings are conditional upon, among other things, that the Offer will be completed and that a more favourable offer is not made. The shareholders have further the option, until the end of the acceptance period, to decide whether to choose cashor TDC shares as consideration under the Offer. Shareholders that have accepted the Offer through undertakings are among others: Stena Adactum AB, Andra AP-fonden and SEB Sverige Småbolag.

In addition, Song's board members and members of top management, holdingSong shares, support the Offer.

The Offer is a result of TDC's ambition to strengthen its Nordic presence, and the combined company will become a significant Nordic player. The Board of Directors of Song believes that the industrial and strategic rationale behind the Offer is strong and that the transaction will benefit both TDC's and Song's customers.

Song Networks Holding AB


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