Recommended Voluntary Cash Offer to Acquire all Shares in NextGenTel Holding ASA

NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

OSLO, Norway, Feb. 15, 2019 /PRNewswire/ -- Telecom Holding 3 AS announces that it intends to make a voluntary cash offer of NOK 14.00 per share for all issued and outstanding shares in NextGenTel Holding ASA ("NextGenTel"). The offer values the total share capital of NextGenTel at NOK 325,964,620.

The offer price represents a premium of 18.1% over the closing price of the shares on 14 February 2019 and 25.4% over the volume weighted average price of NextGenTel's shares for the three month period prior to this announcement, respectively.  

Telecom Holding 3 AS is a wholly owned subsidiary of Kistefos AS, a private Norwegian investment company wholly-owned by Christen Sveaas. The Kistefos group currently holds 5,824,667 shares in NextGenTel, equal to approximately 25% of the total number of shares. The shares are held under a forwards contract with Skandinaviska Enskilda Banken AB. Shareholders representing approximately 19% of the total share capital of NextGenTel, including among others Hortulan AS, Tigerstaden AS, Middelborg Invest AS, Datum AS and Eirik Lunde, have already given their pre-acceptances to the offer, subject to customary conditions. All shareholders who have been requested to provide pre-acceptances of the offer have done so. The Kistefos group's ownership and obtained pre-acceptances account for approximately 44% of the total number of shares on a combined basis. 

The board of directors of NextGenTel unanimously recommends the offer. Lars Thoresen, chairman of the board of directors of NextGenTel said: 

"Over the recent months the board of directors of NextGenTel has carefully evaluated various strategic options for the company. After exploring various alternatives we have come to the conclusion that the offer from Telecom Holding 3 AS represents a good alternative for NextGenTel and its shareholders and the board has unanimously decided to recommend to NextGenTel's shareholders to accept the offer."  

Gunnar Jacobsen, investment director at Kistefos AS, said:

"We have had a long-term belief in NextGenTel, but have come to the conclusion that the company can best be developed in a private setting. Accordingly, we have decided to make an offer to the other shareholders to acquire their shares."