Netia Holdings, Poland's largest alternative provider of fixed-line telecommunications services, today announced that its subsidiary, Netia Swiat, agreed on April 2, 2003 to acquire from TDC Internet 100% of the share capital of TDC Internet Polska, a Polish Internet service provider. TDC IP controls the following seven entities: Polbox, Pik Net, Publiczny Dostep do Internetu, Multinet, Internet Data Systems, Polska On-Line Holding and Polska On-Line.
In particular, Netia Swiat will acquire from TDC Internet:
(i) 17,429,432 registered shares of TDC IP, par value PLN 10 per share, constituting 100% of TDC IP’s outstanding share capital (“Existing Shares”) on the closing date; and
(ii) 268 newly issued shares of TDC IP, par value PLN 10 per share, in increased share capital of TDC IP (“New Shares”).
Netia Swiat will acquire the Existing Shares until April 15, 2003. The transaction is subject to certain customary conditions precedent specified in the purchase agreement. Following the acquisition of the Existing Shares, the New Shares will be acquired by Netia Swiat within 3 days from the registration of TDC IP’s share capital increase by the Polish court. The total price for the acquisition of all shares from TDC IP is EUR 1,000. Netia Swiat will finance the transaction from its own capital. The acquisition will be treated as a long-term investment. TDC IP will change is name and will discontinue use of the “TDC” brand in its commercial activities.
