Nordic Telephone Company ApS Tender Offer for TDC Shares and TDC ADSs Has Expired with 88.2% Acceptances
20 1월 2006 - 3:00PM
PR Newswire (US)
Nordic Telephone Company expects to announce that it will complete
the tender offer no later than 25 January 2006 COPENHAGEN, Denmark,
Jan. 20 /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 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 International press Prospect
Finsbury Peter Gustafson Edward Orlebar Tel: +45 33 73 00 88 Tel:
+44 (0)20 7251 3801 Fax: +45 33 73 00 81 Fax: +44 (0)20 7251 4112
E-mail: E-mail: 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: Danish press: Peter Gustafson, Prospect,
+45-33-73-00-88, fax: +45-33-73-00-81, , or International press,
Edward Orlebar, Finsbury, +44-20-7251-3801, fax: +44-20-7251-4112,
Web site: http://www.nordictelephone.dk/ http://www.cse.dk/
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