Norwegian operator NextGenTel has recommended a voluntary cash offer that Telecom Holding 3 intends to make of NOK 14.00 per share for all of NextGenTel's issued and outstanding stock, valuing it at just under NOK 326 million. The offer is a premium of 18.1 percent over the closing price on 14 February and 25.4 percent over the volume-weighted average price in the previous three months.
Telecom Holding 3 is a wholly owned subsidiary of Kistefos, a private Norwegian investment company entirely belonging to Christen Sveaas. The Kistefos group currently holds more than 5.82 million shares in NextGenTel, or about 25 percent. These are held under a forwards contract with Skandinaviska Enskilda Banken (SEB).
Shareholders representing approximately 19 percent of NextGenTel, including Hortulan, Tigerstaden, Middelborg Invest, Datum and Eirik Lunde, have already accepted the offer, subject to customary conditions. Taking current ownership and advance acceptances together, the Kistefos accounts for approximately 44 percent of its shares.
Lars Thoresen, chairman of the board of directors of NextGenTel, said that the board of directors has evaluated various options for the company over the past few months. After exploring various alternatives, it has reached the conclusion that the offer from Telecom Holding 3 represents a good alternative for NextGenTel and its shareholders.
Gunnar Jacobsen, investment director at Kistefos, said the investment firm has had a long-term belief in NextGenTel, but has come to the conclusion that it can best be developed in a private setting.
The deal must receive acceptances from holders of more than 90 percent of NextGenTel’s shares. The offer will be financed by a combination of equity and committed external debt financing. The offer will not contain any conditions as to financing or due diligence.
The offer period is expected to start in the week beginning 25 February and is expected to last three weeks from the date of approval of the offer document. Telecom Holding 3 intends to make a compulsory acquisition of the remaining shares in NextGenTel upon acquiring more than 90 percent of the shares.
ABG Sundal Collier is acting as financial adviser to NextGenTel. DNB Markets is acting as financial adviser to Telecom Holding 3. Advokatfirmaet Wiersholm is acting as Norwegian legal adviser to Telecom Holding 3 and Advokatfirmaet Schjodt is acting as Norwegian legal adviser to NextGenTel.
