TRANSCOM IS CURRENTLY INVESTIGATING A POSSIBLE REDOMICILIATION TO SWEDEN


TRANSCOM IS CURRENTLY INVESTIGATING A POSSIBLE REDOMICILIATION TO SWEDEN

29 November, 2011


  · Transcom’s Board of Directors is currently investigating a move of
the legal domicile of the publicly listed parent of the Transcom Group
from Luxembourg to Sweden.

  · The redomiciliation would, subject to inter alia shareholder
approval, be executed through a statutory cross border merger between
Transcom WorldWide S.A. and a Swedish subsidiary (“Swedish NewCo”) which
would become the new publicly listed parent of the Transcom Group.

  · The intention would be for the new Swedish parent company of the
Transcom group to be a public limited liability company with one class
of shares only.

  · Through the statutory merger, the current parent company Transcom
Worldwide S.A. would be absorbed by the Swedish NewCo. All assets and
liabilities of Transcom WorldWide S.A. would pass to the Swedish NewCo,
the shares of which would be listed on NASDAQ OMX Stockholm.

  · The majority of Transcom’s shareholders are Swedish. As such, a
statutory merger would align Transcom’s legal domicile with the domicile
of its owners.

  · Further analysis is being made before the Board of Directors will
give a recommendation, including an assessment of tax consequences.

  · Based on preliminary analysis it is expected that a redomiciliation
could result in non-recurring costs of approximately EUR 4 million of
which a larger part would be non-cash costs as a result of write downs
of tax assets.

Transcom WorldWide S.A. (the “Company”) has been listed on NASDAQ OMX
Stockholm since September 6, 2001. Approximately 97 percent of the
Company’s shareholders are based in Sweden and the share of the
Company’s capital that is held by shareholders in Sweden exceeds 80
percent.

As such, the Board of Directors of Transcom believes that a
redomiciliation to Sweden would be a logical step in order to align the
Company’s domicile with that of its owners. Following a redomiciliation
to Sweden, general meetings of the shareholders would be held in Sweden
rather than in Luxembourg, thus facilitating shareholder participation
at general meetings. Further, following a change of domicile, Transcom
would become subject to the Swedish regulatory framework applicable to
Swedish listed companies, including the Swedish Code on Corporate
Governance. From a shareholder tax perspective, no immediate tax costs
would be expected for the shareholders in Sweden.

If the Board of Directors decides on a redomiciliation to Sweden, the
redomiciliation and the statutory merger will be subject to inter alia
shareholder approval, and would be expected to be concluded during the
first half of 2012.

Financial and legal advisors

SEB Enskilda is acting as financial advisor to Transcom, Advokatfirman
Cederquist and NautaDutilh Avocats Luxembourg are acting as legal
advisors to Transcom and Skeppsbron Skatt is acting as tax advisor to
Transcom in the redomiciliation.

For further information, please contact:

Johan Eriksson, President and CEO      
                                            +46 8 120 800 22

Aïssa Azzouzi, CFO                                                      
                        +352 27 755 021

Stefan Pettersson, Head of Investor Relations                          
        +46 70 776 80 88

Attachments

GlobeNewswire