Nordic Telephone Company's tender offer for all TDC Shares
20 January 2006
Copenhagen, Denmark, 20 January 2006
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 is pleased to announce that a preliminary count of delivered
acceptances shows that, as of approximately 00.01h, Central
European Time on 20 January 2006, NTC owned or had received valid
acceptances in respect of approximately 88.2% of the share capital
and votes of TDC A/S ("TDC"), including TDC Shares represented by
tendered TDC ADSs and TDC ADSs tendered through guaranteed delivery
procedures. NTC notes that these are approximate, preliminary
figures, and that, due to the difficulties of ascertaining the
numbers of TDC Shares and TDC ADSs that have been tendered, the
actual numbers of TDC Shares and TDC ADSs tendered may be higher or
lower than these figures. NTC will complete the Tender Offer
assuming the final count of acceptances confirms that NTC owns or
has received valid acceptances in respect of at least 85.0% of the
TDC Shares. The other conditions to the Tender Offer were
satisfied or previously waived.
NTC expects to announce the final result of the Tender Offer no
later than 25 January 2006 through the Copenhagen Stock Exchange
and by means of a press release through the Dow Jones news service
and/or PR Newswire. Settlement of the Tender Offer would take
place no later than 1 February 2006.
The offer price in the Tender Offer was DKK382 per TDC Share and
the U.S. dollar equivalent of DKK191 per TDC ADS in cash, without
interest and subject to adjustment 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.
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: pgu@prospect.dk
International press:
Finsbury
Edward Orlebar
Tel: +44 (0)20 7251 3801
Fax: +44 (0)20 7251 4112
E-mail: edward.orlebar@finsbury.com
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 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.