TDC : Publication of statement from the Board of Directors in respect of DK Telekommunikation ApS' takeover offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Publication of statement from the Board of Directors in respect of DK Telekommunikation ApS' takeover offer
With reference to TDC A/S' announcement of 28 February 2018 (no. 19/2018) regarding the publication of the offer document concerning the voluntary public takeover offer for TDC A/S made by DK Telekommunikation ApS, TDC today publishes the statement by the Board of Directors pursuant to section 22 of the Danish Executive Order no 1171/2017 on takeover offers in connection with the offer.
As described in the statement, the Board of Directors has decided to recommend the shareholders of TDC to accept the offer. Shareholders are advised to read the statement in its entirety before deciding whether to accept the offer.
The statement is enclosed as an appendix to this announcement and is an integrated part of this announcement.
This announcement, including the appendix (the "Announcement") is not directed at shareholders of TDC A/S whose participation in the offer (the "Offer") made public by DK Telekommunikation ApS (“the Offeror”) would require the issuance of an offer document, registration or other activities other than what is required under Danish law. The Offer is not and will not be made, directly or indirectly, to shareholders resident in any jurisdiction in which the submission of the Offer or acceptance thereof would contravene the law of such jurisdiction. Any person acquiring possession of this Announcement or any other document referring to the Offer is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
This Announcement does not constitute an offer to buy or an invitation to sell any securities or a solicitation of an offer to buy or sell any securities, pursuant to the Offer or otherwise. The Offer is made solely by means of the Offer Document published by the Offeror on 28 February 2018, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. TDC shareholders are advised to read the Offer Document, the statement by the board of directors of TDC attached hereto and related documents as they contain important information.
Notice to Shareholders in the United States of America:
The Offer is subject to the laws of Denmark. The Offer relates to the securities of a Danish company and is subject to the disclosure requirements applicable under Danish law, which may be different in material aspects from those applicable in the United States of America.
The Offer is made in the United States of America pursuant to Section 14(e) of, and Regulation 14E promulgated under, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Danish law. The Offer is not subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act. TDC is not subject to the periodic reporting requirements under the Exchange Act, and is not required to, and does not, file any reports with the United States of America Securities and Exchange Commission thereunder.
Residents of the United States of America must be aware that this announcement and the Offer Document and any other documents regarding the Offer have been or will be prepared in accordance with Danish standards as to contents and style, which standards may differ from US standards. In addition, the procedures for the tender of securities and settlement of the consideration due to each TDC shareholder who accepts the Offer will be carried out in accordance with the rules applicable in Denmark, which may differ in material aspects from the rules and procedures applicable to a tender offer for the securities of a domestic US company, in particular with respect to withdrawal rights, offer timetable, settlement procedures and the payment date of the securities.
It may be difficult for TDC's shareholders to enforce their rights and any claim they may have arising under the US federal securities laws, since the Offeror and TDC are located in non- US jurisdictions, and some or all of their respective officers and directors may be residents of non- United States of America jurisdictions. TDC's shareholders may not be able to sue the Offeror or TDC and/or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel the Offeror and TDC and their respective affiliates to subject themselves to a United States of America court's judgment.
For inquiries regarding the above please contact TDC Investor Relations, on +45 6663 7680 or firstname.lastname@example.org.
0900 Copenhagen C