PRESS RELEASE REGARDING THE INTENDED OFFERS TO SHAREHOLDERS AND HOLDERS OF CONVERTIBLE NOTES IN VERSATEL
This announcement and related materials do not constitute an offer to purchase nor a solicitation of an offer to sell the shares and/or convertible notes in Versatel and is an announcement pursuant to article 9g paragraph 1a of the Dutch Decree on the Supervision of the Securities Trade 1995 (Besluit toezicht effectenverkeer 1995), pursuant to which Offeror is required to make a public announcement within 30 days of the initial press release of 18 July 2005. Any offers will be made only by means of an offer document to be issued prior to the commencement of the offer period.
Offeror and Versatel confirm that the preparations are well under way for Offeror’s intended recommended simultaneous public cash offers (hereafter collectively referred to as the Offers) for all outstanding Versatel shares for a consideration per share of EUR 2.20 (the Offer Price per Share) and for all outstanding Versatel convertible notes, assuming that the notes are tendered on or before 28 October 2005, for a consideration per note equivalent to the sum of: (i) assuming a conversion price of EUR 1.667 per share, the cash equivalent value of the shares, calculated at the Offer Price per Share, that the note could be converted into and (ii) an additional incentive fee of 0.30 per cent of the principal amount of the notes tendered. As indicated in the press release of July 18, 2005, this amounts to approximately EUR 132,274 per note.
In conformity with the press release dated 18 July 2005, Tele2, Offeror and Versatel jointly announce that the preparations of the intended Offers are well under way and that Offeror currently expects subject, inter alia, to consultation with, and when applicable, advice from the relevant works council of Versatel as well as the approval from the competition authorities, to make the Offers in the course of September 2005.Profile of Tele2Tele2 is Europe’s leading alternative telecom operator. Tele2 always strives to offer the market’s best prices. With its unique values, Tele2 provides cheap and simple telecoms for all Europeans. Tele2 has 29.4 million customers in 25 countries. Tele2 offers products and services in fixed & mobile telephony, Internet, data network services, cable TV and content services. Tele2’s main competitors are the former government monopolies. Tele2 was founded in 1993 by Jan Stenbeck and has been listed on Stockholmbörsen since 1996. In 2004, Tele2 had operating revenue of SEK 43 billion and EBITDA of SEK 6.6 billion.Profile of Versatel Versatel is a telecommunications company that primarily focuses on the Dutch, Belgium and German market. Versatel’s headquarters are located in Amsterdam and the company has multiple offices in Belgium and Germany. Versatel owns an extensive telecommunications network that uses the latest technologies to provide business and residential customers with voice, data and Internet services. Versatel was founded in October 1995. Currently, the company has approximately 1 million customers and approximately 1,900 employees. Versatel is a publicly traded company on Euronext Amsterdam under the symbol "VRSA". Profile of Apax PartnersApax Partners is one of the world’s leading private equity investment groups, operating across Europe, Israel and the United States. With over 30 years of direct investing experience, Apax Partners’ Funds provide long-term equity financing to build and strengthen world-class companies. It pursues a balanced equity portfolio strategy, investing in late venture, growth capital and buy-outs. Apax Partners’ Funds invest in companies across its 6 chosen global sectors of information technology, telecommunications, healthcare, media, financial services, retail and consumer. Some of Apax Partners’ Funds recent technology and telecommunications investments include Corvil, Dialog Semiconductor, Fractus, Kabel Deutschland, Inmarsat, Red-M, Systemonic, Preventsys, Sonim Technologies and Wisair.Restrictions and Legal Information The distribution of the Offer Memorandum and any separate documentation regarding the Offers and the making of the Offers may, in some jurisdictions, be restricted by law. These Offers are not being made, directly or indirectly, in or into, and may not be accepted from within, any jurisdiction in which the making of these Offers or the acceptance of the offers would not be in compliance with the laws of that jurisdiction. Persons who come into possession of the Offer Memorandum or any separate documentation regarding the Offers should inform themselves of and observe any of these restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. None of Tele2, Offeror, Versatel, Apax Partners or any of their advisers assumes any responsibility for any violation by any person of any of these restrictions. Any Versatel shareholder who is in any doubt as to his position should consult an appropriate professional adviser without delay. Forward-Looking StatementsThis press release includes statements that may constitute forward-looking statements that involve risks, uncertainties and other factors that could cause actual results to differ materially. Words such as may, will, expect, are in the process of, preparations are under way, and similar expressions identify forward-looking statements. Although each of the Offeror and Versatel, each with respect to the statements it has provided, believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the accuracy and completeness of such statements. Any such forward-looking statements must be considered together with the fact that actual events or results may vary materially from such forward-looking statements due to, among other things, political, economic or legal changes in the markets and environments in which the Offeror and/or Versatel does business, to competitive developments or risks inherent to Versatel’s business plans and to uncertainties, risk and volatility in financial markets and other factors affecting the Offeror and/or Versatel.Further information can be obtained from:For VersatelWouter van de Putte Telephone: +31 (0)20 750 2362Investor RelationsFor ApaxIra Wülfing Telephone: +49 89 200030 33CommunicationFor 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 (London) Telephone: + 44 20 7321 5038Lena Krauss (Stockholm) Telephone: + 46 8 562 000 45Investor Relations This press release appears in Swedish also. In the event of any inconsistency, the English version will prevail above the Swedish version.