This announcement and the information contained herein are restricted
and are not for release, publication or distribution, in whole or in
part, in or into the USA, Canada, Australia or Japan.
Ericsson (NASDAQ:ERIC), through a wholly owned subsidiary, today
announces a voluntary public cash offer to acquire LHS AG ("LHS")
(XETRA:LHS) for EUR 22.5 in cash per share (the "cash offer"),
valuing the company at approximately EUR 310 million. The cash offer
represents a premium of 33 percent to the LHS one month average share
price until June 4, 2007 of EUR 16.9. With the acquisition Ericsson
strengthens its leading offering in revenue management with a fully
integrated convergent charging and billing solution and expands its
customer base.
* Ericsson offers EUR 22.5 per share in cash.
* Total enterprise value of EUR 310 million.
* Ericsson has agreed to acquire 55.1 percent of the
registered share capital and has entered into irrevocable
undertakings to secure 20.0 percent of the shares. In
total Ericsson has secured 75.1 percent of the registered
share capital.
* EPS accretive from 2008 onwards, excluding possible
depreciation of intangibles.
* Combines Ericsson's prepaid solutions with LHS postpaid
offering to provide a fully integrated convergent
charging and billing solution for mobile and fixed
operators.
* Expands Ericsson's customer base and enables significant
cross-sell opportunities.
Carl-Henric Svanberg, President and CEO of Ericsson, says: "Operators
are quickly moving towards convergent charging and billing solutions
to enhance their relationship with consumers, improve cost efficiency
and limit financial risk. Ericsson and LHS form a strong
constellation of prepaid and postpaid solutions ready to immediately
capture this opportunity. Ericsson's leadership in real-time charging
and mediation, together with the leading billing and customer care
solutions of LHS, make the two companies a leading player in revenue
management and strengthen our overall multimedia offering."
The multimedia market is quickly evolving and converging: industries,
(telecom, media and internet), technologies and payment options.
Operators are adapting in order to leverage the opportunities modern
networks enable and on consumers' growing demand for new services, in
a cost-efficient manner. End-to-end revenue management solutions must
be able to handle convergent technologies including IP-based
broadband services, a variety of business models and partner
relationships, as well as be payment-option agnostic.
LHS is a leading billing and customer care software and services
company recognized for its competence, award-winning solutions and
solid market performance. LHS has more than 120 installations,
complementing the strong Ericsson base of more than 150 customers in
prepaid/real-time charging, and about 300 customers in mediation. The
acquisition offers significant potential for revenue synergies from
cross-selling and greenfield opportunities.
LHS was established as an Independent Software Vendor (ISV) in 2004.
The company employs about 550 people and has its headquarters in
Frankfurt, with regional offices in seven countries. LHS sales in
2006 amounted to EUR 71.6 million (54 percent increase YoY) and the
adjusted EBITDA margin was 17 percent.
The transaction is expected to be accretive from 2008 onwards,
excluding possible depreciation of acquired intangibles.
The acquisition will be conducted by means of a public voluntary cash
offer to the LHS shareholders, valuing the share capital at EUR 316
million (excluding treasury shares). Enterprise value for LHS is EUR
310 million after adjusting for options of EUR 16.1 million and the
net cash position of EUR 22.2 million.
The cash offer is subject to the satisfaction of all necessary
approvals and clearances from competition authorities have been
obtained.
An offer document regarding the cash offer will be published upon
approval of the German Federal Financial Supervisory Authority
(BaFin). The publication, at which time also the offer period begins,
is expected to occur in one month's time. Completion of the cash
offer is expected in the third quarter, 2007.
Ericsson has today June 5 2007, through its wholly owned subsidiary,
signed an agreement to acquire 8.0 million shares representing 55.1
percent of all shares in LHS from its main owners, LHS Beteiligungs
AG, the investment vehicle controlled by Mr Hartmut Lademacher
(founder and Chairman of the Supervisory Board) and funds advised by
General Atlantic. In addition, Ericsson, through its wholly owned
subsidiary, has also entered into irrevocable undertakings to secure
20.0 percent of the shares. In total Ericsson has secured 75.1
percent of the registered share capital in LHS.
ABN AMRO acts as Ericsson's sole financial advisor in the
transaction.
NOTES TO EDITORS:
Ericsson invites media, investors and analysts to a conference call
at 10.00 (CET), June 5, 2007.
Live audio web cast of the conference call as well as supporting
slides will be available at www.ericsson.com/press and
www.ericsson.com/investors.
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Ericsson is shaping the future of Mobile and Broadband Internet
communications through its continuous technology leadership.
Providing innovative solutions in more than 140 countries, Ericsson
is helping to create the most powerful communication companies in the
world.
Read more at: http://www.ericsson.com
FOR FURTHER INFORMATION, PLEASE CONTACT
Ericsson Media Relations
Phone: +46 8 719 6992
E-mail: press.relations@ericsson.com
Ericsson Investor Relations
Phone: +46 8 719 4631
E-mail: investor.relations.se@ericsson.com
The cash offer described herein has not commenced. The description
contained herein is neither an offer to purchase nor a solicitation
of an offer to sell shares of LHS.
Restrictions
The cash offer will not be made in any jurisdiction in which the
making of the cash offer would not be in compliance with the laws of
such jurisdiction.
Forward Looking Statement
This press release contains forward-looking statements, including
statements regarding the expected benefits of the acquisition, which
involve a number of risks and uncertainties. These statements are
based on Ericsson's current expectations and beliefs. Actual results
could differ materially from the results implied by these statements
due to various factors. LHS and Ericsson are under no obligation to
(and expressly disclaim any such obligation to) update or alter their
forward-looking statements whether as a result of new information,
future events or otherwise.