COPENHAGEN, Denmark, Jan. 9, 2007 (PRIME NEWSWIRE) -- Today, TDC announces that its controlled subsidiary Hungarian Telephone & Cable Corp. ("HTCC"), which is listed on the American Stock Exchange, has signed a Share Purchase Agreement to acquire Invitel Tavkozlesi Szolgaltato Zrt ("Invitel"), the second largest fixed line telecommunications service provider in Hungary for a total consideration of EUR 470 million (USD 611 million), including the assumption of debt on closing.
The consideration will be financed solely by HTCC and will be comprised of cash funded by new borrowings raised by HTCC and the issuance of up to 1.1 million HTCC shares (representing app. 6.2% of the fully diluted share capital of HTCC) to certain members of Invitel's current executive management team as payment for some of their current Invitel shares.
In connection with the transaction, TDC has confirmed its willingness to exercise its 25 warrants to purchase in total 2.5 million shares of HTCC's ordinary share capital for an aggregate exercise price of USD 25 million, which will be paid by TDC delivering to HTCC certain loan notes issued by HTCC and held by TDC with an aggregate principal amount equal to USD 25 million.
TDC currently holds 62.5% of the ordinary share capital of HTCC (65.8% on a fully diluted basis). TDC will hold app. 62% of the fully diluted share capital of HTCC subsequent to the closing of the transaction.
Invitel's earnings before interest, taxes, depreciation and amortization (EBITDA) were EUR 77.6 million for the 12 months ending 30 September 2006. TDC expects the acquisition to have a positive impact on TDC's EBITDA for 2007 and onwards.
The transaction is subject to customary closing conditions, including Hungarian and Romanian competition regulatory approvals.