TDC recommends new takeover offer
February 13, 2018 13.30 Europe/London By Robert Briel
Danish operator TDC said a consortium of pensions companies PFA, PKA, ATP, and Macquarie Infrastructure and Real Assets, has decided to launch an improved take-over offer for it for an all-cash consideration of DKK 50.25 per share.
TDC said this offer is an improvement over the non-binding proposals that the consortium made last week, which TDC rejected. It represents a 25.6% premium to TDCís share price on January 31, before it announced the MTG deal, of DKK40.01. It is a premium of 30.6% over the average price of DKK 38.48 over the three months to the end of January.
Pierre Danon, Chairman of TDC, said: ďAfter careful review of our options, the Board of Directors of TDC believes that the Consortiumís Offer represents both the most compelling value and the highest transaction certainty benefitting the TDC shareholders. As a result, we have decided to recommend that the shareholders of TDC accept the Offer.Ē
The offer is also subject to the combination between TDC and MTGís Nordic Entertainment & Studio Business, announced on February 1, 2018, not proceeding.
On Monday, MTG said TDCís board of directors intended to withdraw its recommendation to combine its Nordic Entertainment and MTG Studios businesses, without giving any reasons.
In a statement, TDC said: ďWhile TDCís Board of Directors and executive management remain convinced in the strategic merits in the previously announced combination of the Company with MTGís Nordic Entertainment and Studio businesses, the Board of Directors has concluded that the Offer provides TDCís shareholders with a highly attractive, immediate and secure value and that therefore, consistent with the Board of Directorsí fiduciary duties, the Board of Directors will recommend, subject to its fiduciary and other duties, TDCís shareholders to accept the Offer once made.
ďAs a consequence of this conclusion, TDC has informed Modern Times Group MTG AB that, subject to the Offer being made in the form of the Offer Document on the terms agreed with the Offeror, it will withdraw its recommendation to TDCís shareholders to vote in favour of the said combination.Ē