Approach to TDC A/S to discuss a possible voluntary takeover offer
THIS PRESS RELEASE IS NOT A PUBLIC TAKEOVER OFFER THIS PRESS RELEASE DOES NOT REPRESENT A DECISION TO MAKE A PUBLIC TAKEOVER OFFER IN ACCORDANCE WITH SECTION 4(1) OF THE DANISH TAKEOVER ORDER (EXECUTIVE ORDER NO. 1171 DATED 31 OCTOBER 2017) THERE IS NO ASSURANCE THAT THE CONSORTIUM (AS DEFINED BELOW) WILL LAUNCH A PUBLIC TAKEOVER OFFER TO TDC A/S' SHAREHOLDERS AND NO SHAREHOLDER OR ANY OTHER PERSON SHOULD EXPECT AN OFFER OR RELY ON A TAKEOVER OFFER BEING MADE
As reported in the press, a Consortium of long-term infrastructure investors comprised of PFA, ATP, PKA and Macquarie Infrastructure and Real Assets has sought engagement with the TDC Board of Directors regarding a potential fully funded cash offer for the company (with a 66.67% acceptance level), which in the Consortium´s opinion represents an attractive price and premium to the shareholders.
The Consortium has prepared detailed plans for TDC. It is the intention of The Consortium that the long-term strategy planned for TDC will encourage and support innovation in the Danish telecommunications sector, improve customer service, product offerings and enhance retail competition. It will also reduce infrastructure duplication and accelerate the quality, expansion and speed of all tele networks across Denmark.
The Consortium plans to invest material amounts of capital into the network infrastructure. This will happen in consultation with all relevant stakeholders and would result in a significant upgrade of both the mobile and broadband network coverage in Denmark.
The Consortium’s ambition is to collaborate with the utility-owned fibre networks to transform the speed and coverage of fibre broadband provision in Denmark, to provide access to 1GB/s broadband to all Danish households by the mid-2020s. Thus exceeding the Danish Government’s current target of 100mb/s.
The Consortium’s plans are centred around investment and do not envisage any redundancies.
The Consortium believes that the proposed offer represents excellent value for shareholders, TDC and Denmark. The Consortium recognizes the development seen in TDC in recent years, and would welcome an opportunity to enter a dialogue with the TDC Board of Directors.
Kristian Lund Pedersen, Chief Press Officer, PFA, Tel: (+45) 39 17 58 79, E-mail: firstname.lastname@example.org
Stephan Ghisler-Solvang, Head of Press, ATP, tlf.: (+45) 61 22 93 92, E-mail: email@example.com
Thomas B. Knudsen, Head of Press, PKA, Tel: (+45) 26 18 45 73, E-mail: firstname.lastname@example.org
Nicole Grove, Macquarie Infrastructure and Real Assets, Tel: +44 (0)77 6545 2193, E-mail: Nicole.email@example.com
Mitch Barltrop, Director, FTI Consulting, Tel : +44 (0)20 3727 1039, E-mail: firstname.lastname@example.org
This press release is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this press release or otherwise. Any offer will be made solely by means of an offer document to be approved by the Danish FSA (the "Offer Document"), which will contain the full terms and conditions of such offer, including details of how the offer may be accepted.
Any offer will not be made, directly or indirectly, to shareholders resident in any jurisdiction in which the submission of the offer or acceptance thereof would contravene the law of such jurisdiction.
Any offer will be subject to disclosure requirements under Danish law, which are different from those of the United States. It is expected that any offer would be made in the United States pursuant to Section 14(e) of, and Regulation 14E promulgated under, the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Danish law.
It is expected that any offer would not be subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act.