Nordic Telephone Company ApS Announces the Successful Completion of its Tender Offer for all TDC Shares and TDC ADSs
January 25 2006 - 10:48AM
PR Newswire (US)
Nordic Telephone Company ApS Announces the Final Result Showing
That NTC owns or has Received Tenders Representing 88.2% of TDC's
Share Capital COPENHAGEN, Denmark, January 25
/PRNewswire-FirstCall/ -- Nordic Telephone Company ApS's ("NTC")
tender offer for all TDC Shares (CSE:TDC) and TDC ADSs (NYSE:TLD)
(the "Tender Offer") expired in accordance with its terms at 06.01h
Central European Time/00.01h New York City time on 20 January 2006.
NTC's final count of Tender Offer acceptances confirms that the
tendered shares of DKK5 each ("TDC Shares") and the American
Depositary Shares, each representing one-half of one TDC Share
("TDC ADSs"), represent 88.2% of TDC's share capital. Kurt
Björklund from NTC commented, "We are very pleased with the result
of the offer and the significant support from TDC shareholders. We
will now start to work with the management of TDC to implement the
strategy. Also, we would like to emphasize that we fully understand
and appreciate TDC's importance to Danish society and look forward
to working with TDC management and employees to achieve a
successful future for TDC, its employees and customers." NTC will
settle and pay for the tendered TDC securities no later than 1
February 2006. The Offer Price was DKK382 per TDC Share and the
U.S. dollar equivalent of DKK191 per TDC ADS in cash, without
interest. Settlement and payment will be made as described in NTC's
offer document dated 2 December 2005 relating to the Tender Offer
(the "Offer Document"). Capitalised terms used but not defined in
this announcement have the meanings assigned to them in the Offer
Document. Additional Information Possible Additional Purchases of
TDC Shares NTC may make purchases of, or otherwise acquire, TDC
Shares or TDC ADSs from time to time in the open market, in private
transactions, through merger or by any other means NTC considers
appropriate, subject to compliance with applicable laws and
regulations. Note regarding forward-looking statements This news
release contains "forward-looking statements." Forward-looking
statements may be identified by words such as "expects",
"anticipates", "intends", "plans", "believes", "seeks",
"estimates", "will" or words of similar meaning and include, but
are not limited to, statements about the expected future business
of TDC resulting from and following the proposed transaction. These
statements are based on the current expectations of NTC's
management, and are inherently subject to uncertainties and changes
in circumstances. Among the factors that could cause actual results
to differ materially from those described in the forward-looking
statements are factors relating to satisfaction of the conditions
to the proposed transaction, and changes in global, political,
economic, business, competitive, market and regulatory forces. NTC
does not undertake any obligation to update the forward-looking
statements to reflect actual results, or any change in events,
conditions, assumptions or other factors. Other Information This
news release should be read in conjunction with the entire Offer
Document and the other related documents described in the Offer
Document including any accompanying documents. This news release
does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities,
pursuant to the Tender Offer or otherwise. The Tender Offer was
made solely by means of the Offer Document and the documents
accompanying the Offer Document (including the Form of Acceptance
and the Letter of Transmittal), which contains the full terms and
conditions of the Tender Offer. In the United States, NTC and the
other filing parties have filed a Tender Offer Statement containing
the Offer Document and other related documentation with the U.S.
Securities and Exchange Commission (the "SEC") on Schedule TO and
TDC has filed a Solicitation/Recommendation Statement with the SEC
on Schedule 14D-9. Free copies of the Schedule TO, the Schedule
14D-9 and the other related documents in connection with this Offer
are available on the SEC's website at http://www.sec.gov/.
Information will be available for a period on the Copenhagen Stock
Exchange website (http://www.cse.dk/) and thereafter in its
password restricted database. Copies of the Offer Document are made
available on NTC's website http://www.nordictelephone.dk/. The
Offer Document and the related documents are available to all TDC
shareholders at no charge to them. TDC shareholders are advised to
read the Offer Document and the related documents because they
contain important information. TDC shareholders in the United
States are also advised to read the Tender Offer Statement and the
Solicitation/Recommendation Statement because these documents
contain important information. DATASOURCE: Nordic Telephone Company
ApS CONTACT: For more information please contact: Nordic Telephone
Company ApS - Danish press, Prospect, Peter Gustafson, Tel:
+45-33-73-00-88, Fax: +45-33-73-00-81, E-mail: ; International
press, Finsbury, Edward Orlebar, Tel: +44(0)20-7251-3801, Fax:
+44(0)20-7251-4112, E-mail:
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