OSLO, Norway and STOCKHOLM, Sweden, July 9, 2002 (PRIMEZONE) -- Telenor Business Solutions today announced that it has agreed to participate in a planned financial restructuring of Song, one of the largest data, internet and telecom operators in the Nordic region. The proposed transaction will give Telenor the opportunity to take a majority shareholding in Song and become a clear leader in the Nordic market for enterprise communications solutions.
"By combining the resources of Telenor and Song, we aim to make Telenor Business Solutions a distinct leader of business communications solutions to enterprises in the Nordic market. This transaction will clearly strengthen Telenor's competitive position and meets nicely with the demand for more Nordic wide communications solutions," said Morten Lundal, CEO of Telenor Business Solutions.
The plan is agreed with Song's Board of Directors and includes a debt restructuring involving the exchange of substantially all outstanding bonds for a combination of cash and equity. The financial restructuring plan comprises the following:
-- Song will acquire Telenor Business Solutions AB, which will be sold with a cash balance of SEK 550 million. -- In exchange for its contribution, Telenor will receive new Song shares representing 39.9% of the enlarged share capital of Song and a convertible bond, which, if converted in the next four years will enable Telenor to reach a majority holding in Song representing 84.5% of the share capital. -- In connection with the restructuring, Song will conduct up to a SEK 200 million rights offering to subscribe for new Song shares at the same subscription price at which Telenor is investing. If all shareholders subscribe to the offering, Telenor's fully diluted ownership after conversion of the bonds would amount to 73.2%. -- Song intends to complete a restructuring, conclude an Extraordinary General Meeting and close these transactions by the end of September 2002.
The share price for Telenor's investment and the rights offering will be determined after an agreement has been reached between Song and its bondholders on the number of shares to be issued to those bondholders.
The transaction is conditional upon the following, among other events:
-- Approval of a bond restructuring by Song's bondholders -- Receipt of all necessary approvals by Song's shareholders at an Extraordinary General Meeting -- Successful completion of an akkoord process in The Netherlands -- Appropriate regulatory approvals
The transaction is conditional upon completion of a restructuring of Song in which outstanding bonds of Song will be exchanged for a combination of cash and new equity.
Telenor has been granted a waiver by the Swedish Securities Council from the obligation to launch a mandatory tender offer. The waiver allows Telenor to acquire up to 73% of Song's outstanding shares and votes e.g. through conversion of the convertible bond.
Press conference by conference call at CET 10:00 Calls from within Norway: 800 80 119 Calls from outside Norway: 47 23 000 400
About Telenor Business Solutions
Telenor Business Solutions innovates and simplifies IT and communications solutions for the Norwegian, Nordic and European business markets. The company serves organisations in all segments with voice and data communications, advanced networks solutions, managed IT services and consultancy. Telenor Business Solutions employs 4800 people in 10 countries, serving customers across borders based on international presence and infrastructure.
Telenor is one of Norway's largest listed companies, with a turnover in 2001 of NOK 40.6 billion. It has 21,000 employees. Telenor is Norway's leading enterprise in the distribution of voice, information, knowledge and entertainment and, in addition to its operations in the domestic market, is engaged in extensive and fast growing business operations in a number of countries in Europe and SouthEast Asia.