NTEL: Voluntary offer announcement- Board of Nortel AS unanimously recommends Unifon's contemplated voluntary cash offer to acquire all shares in Nortel AS.
Voluntary offer announcement- Board of Nortel AS unanimously recommends Unifon's
contemplated voluntary cash offer to acquire all shares in Nortel AS.
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Ålesund, 6 July 2023 - Unifon Holding AS ("Unifon" or the "Offeror") has entered
into conditional sales agreements with certain shareholders of Nortel AS
("Nortel" or the "Company") for the acquisition of approximately 70% of the
shares in the Company and hereby announces, together with Nortel, that Unifon
contemplates launching a voluntary cash offer to acquire all remaining
outstanding shares of Nortel at a price of NOK 27.50 per share (the "Offer").
The Board of Directors of Nortel (the "Board") has unanimously decided to
recommend the shareholders of the Company to accept the Offer. The Offer is the
result of a strategic review conducted by the Board in consultation with
SpareBank 1 Markets AS. The strategic review was announced by the Company on 15
March 2023 following inquiries received by Nortel from both Norwegian and
international companies with an interest to buy the Company. Based on such
strategic review, the Board of Directors considers the Offer from Unifon to be
the best alternative for the Company.
The Offer price of NOK 27.50 per share (the "Offer Price") values the total
share capital of the Company at a market capitalization of NOK 517,088,000 based
on 18,803,200 outstanding shares on a fully diluted basis. The Offer Price
represents a premium of 9.40%, 11.85% and 21.76% to the volume-weighted average
share prices for the three-, six- and twelve-months' periods preceding 14 March
2023, the day before announcement of the strategic review.
The purchase will be financed through a combination of debt and equity, with
Christen Sveaas' Kistefos Investment AS expected to become the largest owner in
Unifon after the transaction.
"Unifon and Nortel are both strong and innovative challengers in the B2B-segment
of the Norwegian telecom market. By joining forces, the aim is to build a
stronger challenger to the established players. In this way, we can offer our
customers even better and more competitive services," said CEO Thore Berthelsen
of Unifon AS.
"Nortel is the fastest growing provider of mobile services in the Norwegian
B2B-market. Unifon's technological platform fits like a glove for Nortel and
will make it even easier for our customers to integrate mobile services into
their business systems. At the same time, all customers remain on Telenor's
network, said Nortel CEO Christian Pritchard.
About the Offeror:
Unifon is a a private limited liability company incorporated in Norway in 2019
by a group of Norwegian entrepreneurs and investors. The Offeror operates in the
Norwegian telecom business market solely offering mobile services to companies
and corporations. Unifon's management team and owners have vast experience in
the telecom sector with more than ten acquisitions in the past 20 years,
conducted with players such as Ventelo, Phonero and Unifon. These transactions
include complex acquisitions from financial and industrial players as well as
'public to private' projects with subsequent integrations.
About the Offer:
- The Offer Price of NOK 27.50 for the remaining outstanding shares will be
settled in cash