HTC Hungarian Telephone And Cable Corp

Hungarian Telephone and Cable Corp. (NYSE ALTERNEXT U.S.:HTC) announced today that its previously announced special meeting of stockholders will take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017-3954, U.S.A., on February 24, 2009, at 10 a.m. local time. At the special meeting, HTCC�s stockholders will consider a proposal to approve a corporate reorganization to effectively change HTCC�s place of incorporation from Delaware to Denmark. The reorganization will be effected through HTCC transferring its assets and liabilities to a newly formed Danish subsidiary, Invitel Holdings A/S (�Invitel Denmark�), and merging into a newly organized subsidiary of Invitel Denmark. As a result of these transactions, Invitel Denmark will be the successor to HTCC as the holding company for the HTCC group of companies.

Under the merger agreement, at the effective time of the merger, each outstanding share of common stock of HTCC will be converted into the right to receive one American Depositary Share of Invitel Denmark, each representing one ordinary share of Invitel Denmark. Immediately after the effective time of the merger, each holder of HTCC common stock will, either through American Depositary Shares or directly, own the same percentage of Invitel Denmark ordinary shares as that holder owned of HTCC common stock immediately prior to the effective time.

Invitel Denmark intends to apply to list the American Depositary Shares on the NYSE Alternext stock exchange (the same exchange on which HTCC common stock currently trades). Provision will be made to enable holders of common stock to receive ordinary shares of Invitel Denmark instead of American Depositary Shares, although it is currently not expected that these ordinary shares will be listed on any securities exchange.

The reorganization merger requires the affirmative vote of a majority of HTCC�s outstanding common stock, including the common stock owned by HTCC�s majority stockholder, TDC A/S. As of the February 2, 2009 record date to determine the stockholders eligible to vote at the special stockholders meeting, there were 16,425,733 shares of HTCC common stock outstanding. As of the record date, TDC owned 10,499,782 shares of HTCC�s outstanding common stock, representing approximately 63.9% of the outstanding common stock. TDC has informed HTCC that it intends to vote its shares of common stock in favor of the reorganization merger at the special meeting. TDC owns sufficient shares of HTCC�s common stock to approve the reorganization merger.

In addition to stockholder approval, the reorganization is subject to other conditions specified in the merger agreement, including receipt of waivers of certain covenants under certain credit facilities of the HTCC group. No assurance can be given that these waivers will be obtained. If they are not obtained, or any of the other conditions to the transactions are not satisfied, then the reorganization may be abandoned.

Important legal information

This announcement does not constitute an offer of securities for sale, or an offer or an invitation to purchase any securities. In connection with the proposed reorganization, Invitel Denmark has filed a registration statement on Form F-4 containing a proxy statement/prospectus for stockholders of HTCC with the SEC, and HTCC and Invitel Denmark may be filing other documents regarding the reorganization with the U.S. Securities and Exchange Commission (�SEC�) as well. Investors are urged to read the proxy statement/prospectus regarding the reorganization and any documents that may be filed in the future carefully in their entirety because it contains, and any future documents will contain, important information about the proposed reorganization. The notice of the date, time and place of the special meeting and a proxy statement/prospectus describing the reorganization is being mailed to HTCC�s stockholders of record as of the record date. The registration statement filed on Form F-4 with the SEC by Invitel Denmark on February 2, 2009 is available for free at the SEC�s website, www.sec.gov. These documents will be available at no charge on HTCC�s website, www.english.invitel.hu.

HTCC and its respective officers and directors may be deemed to be participants in the solicitation of proxies from HTCC stockholders in favor of the reorganization. Information about the executive officers and directors of HTCC and their ownership of HTCC common stock is set forth in the proxy statement/prospectus included in the registration statement on Form F-4 filed with the SEC. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of HTCC and its executive officers and directors in the reorganization by reading the proxy statement/prospectus regarding the reorganization.

ABOUT HUNGARIAN TELEPHONE AND CABLE CORP.

Hungarian Telephone and Cable Corp., operating under the Invitel brand name, is the number one alternative and the second largest fixed line telecommunications and broadband Internet Services Provider in the Republic of Hungary with more than 1 million customers in Hungary. In addition to delivering voice, data and Internet services in Hungary, it is also a leading player in the Central and Eastern European wholesale telecommunications capacity and data market.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning, among other things, HTCC�s prospects for its operations and the successful completion of the plan of reorganization, all of which are subject to certain risks, uncertainties and assumptions. These risks and uncertainties, which are more fully described in HTCC�s reports and registration statements filed with the SEC, including the demand for fixed line, internet and other telecommunications services, the demand for and pricing of HTCC�s products and services, domestic and international economic and regulatory conditions and changes in tax and other laws affecting the proposed reorganization and HTCC�s business. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated.

Hungarian Telephone (AMEX:HTC)
Historical Stock Chart
From Dec 2024 to Jan 2025

Hungarian Telephone (AMEX:HTC)
Historical Stock Chart
From Jan 2024 to Jan 2025