TELE2 RECOMMENDED CASH OFFERS FOR ALL ORDINARY SHARES AND 3.875 PER CENT. CONVERTIBLE SENIOR NOTES DUE 2011 CONVERTIBLE INTO ORDINARY SHARES IN THE CAPITAL OF VERSATEL TELECOM INTERNATIONAL N.V.
Further to the earlier press releases of 18 July 2005, 17 August 2005 and 8 September 2005, Tele2 Finance B.V. (Tele2, an indirect wholly owned subsidiary of Tele2 AB), Versatel Telecom International N.V. (Versatel) and funds advised by Apax Partners (Apax) hereby announce that final agreement has been reached on a recommended offer (Offer I) by Tele2 for all the issued and outstanding ordinary shares (Shares) and a recommended offer (Offer II) by Tele2 for all the issued and outstanding 3.875 per cent. convertible senior notes due 2011 convertible into ordinary shares in the capital of Versatel (Bonds; Offer I and Offer II collectively the Offers).
The terms and conditions of the Offers are described in the offer memorandum (Offer Memorandum) that will be made available as described below. A summary of certain key transaction facts is set out below, which should be read in conjunction with the Offer Memorandum: - The acceptance period for the Offers begins on 14 September 2005 and will end at 15:00 hours Amsterdam time on 7 October 2005, unless extended. - A cash amount of EUR 2.20 per Share will be paid to Shareholders tendering their Shares. - Bondholders will be paid a cash amount of EUR 132,273.61 per Bond, which amount includes an incentive fee of 0.30 per cent. of the principal amount of the Bond (see conditions below, including a possible adjustment for the interest due for the year ended 28 October 2005). - The conditions to the Offers include an acceptance level for the Shares of at least 95 per cent. and at least 85 per cent. for the Bonds. Tele2 reserves the right to waive one or more of the conditions. - Subject to the Offers being declared unconditional, Tele2 intends, in consultation with Euronext, to de-list the Shares and Bonds from Eurolist by Euronext Amsterdam. - The supervisory board and the management board of Versatel have concluded that the Offers are in the best interests of Versatel, its Shareholders, Bondholders and other stakeholders, and unanimously recommend that Shareholders and Bondholders accept the Offers. - Talpa Capital B.V. has irrevocably undertaken to tender all Shares held by it under Offer I. This is in respect of approximately 42 per cent. of the total issued and outstanding share capital of Versatel. - At 10:00 hours, Amsterdam time, on 29 September 2005, Versatel will convene an extraordinary general meeting of Shareholders to discuss the Offers. - Subsequent to the settlement of the Offers, Versatel may convene a meeting of Bondholders to resolve upon an amendment to the mandatory redemption date of the Bonds. - This announcement and related materials do not constitute an offer to purchase nor a solicitation of an offer to sell Shares and/or Bonds. Any offers will be made only by means of the Offer Memorandum referred to below.See attached document for full press release.Further information can be obtained from:For Tele2Lars-Johan Jarnheimer, Telephone:+ 46 8562 640 00President and CEOHåkan Zadler, Telephone: + 46 8562 640 00CFOPer Borgklint, Telephone: + 31 20 702 02 02Market Area Director BeneluxDwayne Taylor, Telephone: + 44 20 7321 5038Investor Relations LondonLena Krauss, Telephone: + 46 8 562 000 45Investor Relations StockholmSarah Hamilton, Telephone: + 44 78 36 295 291Nick Fox, Telephone: + 44 77 11 727 618M:Communications, London Anne Louise Van Lynden, Telephone: + 31 65 4315 549 Carina Hamaker, Telephone: + 31 65 3749 959Investor Voice, AmsterdamFor ApaxIra Wülfing, Telephone: +49 89 200030 33CommunicationFor VersatelWouter van de Putte, Telephone: +31 20 750 2362Investor RelationsCilesta van Doorn, Telephone: +31 20 750 1318Corporate Communications