NTC Updates on TDC Offer

Nordic Telephone Company encourages TDC shareholders to accept its offer scheduled to expire Jan. 12

January 9, 2006

2 Min Read

COPENHAGEN -- Nordic Telephone Company ApS ("NTC") notes that ATP has issued a press release dated 8 January 2006, stating that it will not tender its shares to NTC as part of the tender offer launched on 2 December 2005. NTC continues to believe the offer of DKK382 per TDC share of DKK5 each ("TDC Shares") and the U.S. dollar equivalent of DKK191 per TDC American Depositary Share, each representing one-half of one share ("TDC ADSs"), in cash on the terms and conditions set out in its offer document dated 2 December 2005 and subsequent announcements by NTC, is highly attractive to all of TDC's shareholders. The offer represents a premium of approximately:

  • 39.3% relative to the average TDC share price on 16 August 2005, the last day of trading before the date of TDC's Stock Exchange release No. 17;

  • 44.7% relative to the average TDC share price over the last 3 months prior to 17 August 2005.

In addition, the offer has the backing of the TDC Board of Directors, which has today reiterated its recommendation that shareholders tender their shares to NTC in NTC's tender offer. The board's recommendation has been supported by a fairness opinion provided by its financial advisor Goldman Sachs International. As previously disclosed by TDC, in providing its fairness opinion, Goldman Sachs International has, amongst other things reviewed and taken into account TDC management's long-range plans and held discussions with members of the senior management of TDC regarding their assessment of the past and current business operations, financial condition and future prospects of TDC.

In light of the above, NTC remains confident that all the conditions to successful completion of the tender offer can be met by the expiration of the offer period scheduled on 12 January 2006.

NTC is reminding shareholders and holders of TDC ADSs that its tender offer for all TDC Shares and TDC ADSs is scheduled to expire on 12 January 2006 at 06.01h Central European Time/00.01h New York City time.

As previously announced by NTC, the Danish and U.S. FCC teleregulatory approval conditions to the Tender Offer, each as contained in paragraph (c) of Section 4, "Terms, conditions and acceptance procedure for the Tender Offer-Conditions" of the Offer Document, have been satisfied or deemed satisfied. The remaining conditions to the Tender Offer are the 90% minimum condition described in paragraph (a) of Section 4, "Terms, conditions and acceptance procedure for the Tender Offer-Conditions" of the Offer Document and certain other conditions specified in the Offer Document that NTC currently has no reason to believe will not be satisfied.

Holders of TDC Shares and TDC ADSs who wish to accept the Tender Offer are encouraged to tender their TDC Shares or TDC ADSs before the close of business on 11 January 2006 in order to ensure timely acceptance of the Tender Offer.

Nordic Telephone Company ApS

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