OSLO, Norway, July 26, 2001 (PRIMEZONE) -- Telenor (Nasdaq:TELN), through its mobile arm Telenor Mobile (TM), has today signed Heads of Terms with the Dutch Telecommunications Company KPN, Finland's Sonera, and Denmark's Tele Danmark Communications (TDC) (NYSE:TLD) to acquire all the shares it does not already own in Hungary's second largest mobile operator, Pannon GSM Rt. (Pannon GSM). Following the completion of transaction, Telenor will increase its holding in Pannon GSM from 25.78 percent to 100 percent.
KPN, Sonera, and TDC have agreed to sell, respectively, 44.7 percent, 23.0 percent, and 6.6 percent of Pannon GSM for a total price of Euro 1.002 million, equivalent to an equity value of Euro 1.350 million for 100 percent of Pannon GSM. Pannon GSM has net debt of approximately Euro 250 million. The transaction is subject to certain conditions, including, amongst others, corporate approvals, regulatory approvals, as well as a final share purchase agreement between the parties. The acquisition will be paid in cash and financed through available credit facilities.
"We have followed Pannon GSM from the start-up of operations in 1993/94. The company is in a growth phase and by gaining control, we believe that we can contribute to further growth and success for the number two-player in Hungary. The acquisition is consistent with our strategy to increase ownership in the mobile companies within our international mobile portfolio," says Arve Johansen, Chief Executive Officer of Telenor Mobile.
"The acquisition of all shares in Pannon GSM will enhance our strong portfolio of mobile companies outside of Norway. Pannon GSM is a particularly attractive company in a market with excellent growth prospects," says Jon Fredrik Baksaas, Deputy Chief Executive Officer of Telenor.
Pannon GSM was the first international mobile operation in which Telenor was involved. During 1993/1994, Pannon GSM established commercial mobile services in Hungary. Pannon GSM announced June 1, 2001, that its number of subscribers had exceeded 1,500,000, which is a net growth of approximately 300,000 subscribers since year-end 2000, with a market share of approximately 40 percent. For the six months ended June 30, 2001, Pannon GSM reported revenues of Euro 236.9 million and EBITDA of Euro 81.6 million representing an EBITDA margin of 34 percent.
Hungary has a population of 10.1 million people and, according to the Hungarian Communications Authority, a mobile penetration of approximately 38 percent, which just surpassed fixed line penetration as of June 30, 2001.
Telenor was advised by Goldman Sachs International in this transaction.
Press conference at 12:00 CET:
A press conference will be held at the Inter-Continental Hotel, Apaczai Cs. Janos u. 12-14 in Budapest at 12:00 today, Thursday July, 26, and will be linked by satellite to Oslo, Telenor Expo, Universitetsgaten 7. (Norway and Hungary are in the same time zone, CET). CEO of Telenor Mobile, Arve Johansen, E.V.P. of Telenor Mobile, Bjorn Magnus Kopperud, CEO of Pannon GSM, Bjorn Johan Flakstad, and Deputy CEO of Pannon GSM, Dr. Gyoezoe Drozdy will be present at the press conference in Budapest.
Deputy CEO of Telenor, Jon Fredrik Baksaas, and COO of Telenor Mobile, Morten Karlsen Sorby will be present at Telenor Expo in Oslo.
The press conference will be video linked via satellite at 1 degree West, Intelsat 707, downlink 11062/V.
The press conference will also be transmitted live over the Internet at www.tmc.telenor.com, www.telenor.com and www.telenor.no.
Press information also available on www.telenor.com
Conference call for analysts at 15:00 CET:
There will be a conference call for analysts at 15:00, CET. To connect, call +44 208 400 6327 for live call. Title: Telenor, Chairperson: Stacey Hoelsaether
Action replay will be available until August 2. The number is: +44 208 797 2499, the pin code is: 006618 #
Telenor ASA
Telenor ASA is an international provider of high quality telecommunications, data and media communication services, with a particularly strong focus on mobile, Internet and broadband services. Headquartered in Oslo, Norway, the company is present in over 30 countries, with revenues of NOK 37.6 billion (US$4.3 billion) in 2000. Internationally, Telenor continues to target investments within mobile, Internet, TV-distribution and satellite communications, constantly providing its worldwide customers with leading-edge solutions at competitive prices. Telenor ASA is listed on the Oslo Stock Exchange (TEL) and Nasdaq in New York (TELN).
Telenor Mobile ("TM")
TM is the mobile business area of Telenor, offering voice, data, Internet, e-commerce and content services. TM is one of the world's most advanced mobile operators with a leading position in the Norwegian market and with ownership in 14 mobile companies throughout the world. TM's total number of subscribers as of year-end 2000 was approximately 5.9 million - 2.3 million in Norway and 3.6 million abroad - calculated on an equity basis.
Pannon GSM Rt.
Pannon GSM Rt. is a mobile telecommunications operator in Hungary, headquartered in Budapest. The company offers high quality GSM voice and data communication services on 900 and 1800 MHz frequency. The network is accessible in 99% of the territory of Hungary. The company has more than 160 roaming partners in 72 countries on 5 continents. The company's revenue in 2000 was above 97 billion HUF. As of July 1, 2001, the company had 1,556,000 subscribers and the number of employees exceeded 1300. Pannon GSM has a market share of around 40 percent of the Hungarian GSM market, which consists of 3 operators.
Cautionary note regarding forward-looking statements:
This announcement contains "forward-looking statements" which are made in reliance on the safe harbour provision of the US Private Securities Litigation Act of 1995. You can identify forward-looking statements by, among other things, the use of forward-looking language, such as "anticipate", "estimate", "intend", "plan", "project", "expect" and similar expressions. Forward-looking statements reflect the current expectations, estimates and projections of management of Telenor and Telenor Mobile Communications about future events. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. They are based upon assumptions as to future events that may not prove to be accurate. Therefore, many factors could cause the actual results, performance or achievements of Telenor and Telenor Mobile Communications to differ materially from any communication of future results, performance or achievements expressed in, or implied by any forward-looking statements, including, inter alia, problems caused by acquisitions, including the acquisition of shares in Pannon GSM, increased costs, difficulties experienced in products and technologies, increased competition, problems with intellectual property and difficulties experienced in our various markets or marketplaces. As a result of these risks, uncertainties and assumptions, the forward-looking events discussed in this announcement might not occur. Other factors that could affect the forward-looking statements are described in certain of Telenor's reports filed with the US Securities and Exchange Commission. Expect as required by exchange requirements and applicable law, we undertake no obligation to update publicly or revise and forward-looking statements, whether as a result of new information, future events or otherwise.