NTEL: Completion of Unifon Holding's voluntary offer for all shares in Nortel AS
Oslo, 20 September 2023
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
Reference is made to the announcement dated 6 July 2023 by Unifon Holding AS
(the "Offeror") of the issue of the offer document (the "Offer Document") and
the start of the offer period (the "Offer Period") for the recommended voluntary
cash offer to acquire all outstanding shares (the "Shares") in Nortel AS (the
"Company") at an offer price of NOK 27.50 per Share (the "Offer"). Reference is
further made to the announcement dated 8 September 2023 of the Settlement
Notification, in which the Offeror announced that settlement of the Offer would
take place no later than 22 September 2023.
Following a final verification of acceptances, the Offeror has received
acceptances under the Offer for a total of 18,698,373 shares, equivalent to
approximately 99.4% of the issued share capital and votes in the Company.
The Offeror hereby announces that the Offer has been completed and that
settlement of the Offer has been made pursuant to the terms set out under
section 1.13 of the Offer Document. The receiving agent has arranged for
payments of the Offer Price to all shareholders that have accepted the Offer,
whom are expected to receive the settlement amount on their respective bank
accounts in the course of tomorrow, 21 September 2023. As for shareholders that
have entered into conditional sale agreements as described in section 1.8 of the
Offer Document, the Offeror has summoned a general meeting that will resolve to
issue the required amount of consideration shares during the course of today.
As of settlement of the Offer, the Offeror thus holds 18,698,373 Shares,
representing approximately 99.4% of the share capital and voting rights in the
The Offeror intends to effect a compulsory acquisition of the remaining shares
in the Company at a redemption price equal to the Offer Price of NOK 27.50 per
Share, as soon as practically possible. A separate press release will be
announced when the compulsory acquisition has been resolved in accordance with
section 4-26 of the Norwegian Private Limited Liability Companies Act.
For more information, please refer to the Offer Document dated 10 July 2023. The
Offer Document is available, subject to regulatory restrictions in certain
jurisdictions, at www.dnb.no/emisjoner.
DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and
receiving agent to the Offeror, and Advokatfirmaet Wiersholm AS is acting as
legal advisor to the Offeror. SpareBank 1 Markets AS is acting as financial
advisor and AGP Advokater AS is acting as legal advisor to Nortel.
About Unifon Holding | www.unifon.no
The Offeror is a Norwegian private limited liability company, registration
number 925 129 658 and with registered address at Rådhusgata 3, 4611
Kristiansand S, Norway. In addition, Unifon has offices located in Oslo, Bergen,
Innlandet, Trondheim and Stavanger. Unifon has approximately 70 employees and an
expected turnover in 2023 of NOK 315 million.
The objective of the Offeror is to own companies conducting business within
telecommunication services and products. The Offeror has two wholly owned
subsidiaries, Unifon AS and Unifon Salg AS.
Unifon operates within the telecom business and provides mobile services to more
than 10,000 Norwegian companies. Unifon is a modern telecommunications company
that delivers cost-effective and smart telephony solutions to companies all over
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not
assume any responsibility in the event there is a violation by any person of
such restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions. This announcement is not a tender offer document and, as
such, does not constitute an offer or the solicitation of an offer to acquire
the Shares. Investors may accept the Offer only on the basis of the information
provided in the Offer Document. Offers will not be made directly or indirectly
in any jurisdiction where either an offer or participation therein is prohibited
by applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Shareholders (as defined below) are advised that the Nortel Shares are not
listed on a U.S. securities exchange and that the Company is not subject to the
periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as
amended (the "U.S. Exchange Act"), and is not required to, and does not, file
any reports with the U.S. Securities and Exchange Commission (the "SEC")
thereunder. The Offer is being made to Nortel Shareholders resident in the
United States ("U.S. Shareholders") on the same terms and conditions as those
made to all other Nortel Shareholders to whom an offer is made. Any information
documents, including this Offer Document, are being disseminated to U.S.
Shareholders on a basis comparable to the method that such documents are
provided to other Nortel Shareholders to whom an offer is made. The Offer is
being made by the Offeror and no one else.
The Offer relates to shares of a Norwegian company listed and trading on
Euronext Growth Oslo and is subject to the legal provisions regarding the
implementation and disclosure requirements for such an offer, which differ
substantially from the corresponding legal provisions of the United States. For
example, the financial statements and certain financial information in this
Offer Document have been determined in accordance with the Norwegian Generally
Accepted Accounting Principles ("NGAAP"), and may therefore not be comparable to
the financial statements or financial information of U.S. companies and other
companies whose financial information is determined in accordance with the
Generally Accepted Accounting Principles of the United States. Furthermore, the
payment and settlement procedure with respect to the Offer will comply with
established practice in the Norwegian market, which differ from payment and
settlement procedures customary in the United States, particularly with regard
to the payment date of the consideration.
The Offeror and its affiliates or brokers (acting as agents for the Offeror or
its affiliates, as applicable) may from time to time, and other than pursuant to
the Offer, directly or indirectly, purchase or arrange to purchase, Nortel
Shares or any securities that are convertible into, exchangeable for or
exercisable for such Nortel Shares outside the United States during the period
in which the Offer remains open for acceptance, so long as those acquisitions or
arrangements comply with applicable Norwegian law and practice and the
provisions of such exemption. Please see Section 1.21 (Acquisition of Nortel
Shares outside the Offer) below. To the extent information about such purchases
or arrangements to purchase is made public in Norway, such information will be
disclosed by means of a stock exchange notice, press release or other means
reasonably calculated to inform all Nortel Shareholder, including U.S.
Shareholders, of such information. In addition, the Financial Advisor may also
engage in ordinary course trading activities in securities of the Company, which
may include purchases or arrangements to purchase such securities.
It may be difficult for U.S. Shareholders to enforce their rights and claims
under U.S. federal securities laws because Nortel and the Offeror are Norwegian
companies and some or all of the relevant officers and directors of the Company
are resident outside of the United States. The Nortel Shareholders may not be
able to sue the Offeror or the Company or their respective officers or directors
in a non-U.S. court for violations of the U.S. securities laws and it may be
difficult to compel the Offeror or the Company and their respective officers or
directors to subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to the Offer by a U.S. Shareholder may be a taxable
transaction for U.S. federal income tax purposes and under applicable U.S. state
and local, as well as foreign and other, tax laws. Each U.S. Shareholder is
urged to consult its own legal, tax and financial advisors in connection with
making a decision regarding the Offer.
NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED THE OFFER, OR PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS
OF THIS OFFER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
IN THE IN THE UNITED STATES.