Change to a Previous Ad-Hoc Announcement: Telekom Austria Accelerates the Acquisition of Mobiltel (Ad-Hoc)
June 01 2005 - 5:45AM
PR Newswire (US)
Change to a Previous Ad-Hoc Announcement: Telekom Austria
Accelerates the Acquisition of Mobiltel (Ad-Hoc) VIENNA, Austria,
June 1 /PRNewswire-FirstCall/ -- Telekom Austria (VSE: TKA, NYSE:
TKA) announced today, that it has agreed to accelerate the
acquisition of Mobiltel AD, the leading Bulgarian wireless
operator. Telekom Austria Group will acquire 100% of Mobiltel for a
total consideration (Enterprise Value) of up to EUR 1,600 million
through early exercise of the call option acquired on December 17,
2004 and has signed a Share Purchase Agreement with the owners of
Mobiltel today. Mobiltel is owned by a consortium of Austrian and
international financial investors. The closing of the transaction
is expected to occur in July 2005. The Enterprise Value of up to
EUR 1,600 million remains unchanged and includes several
components: A deferred contingent payment component of up to EUR
100 million. This payment is deferred until 4Q 2005 and made
contingent upon Mobiltel achieving certain financial and operating
criteria in 3Q 2005. The initial cash purchase price payable upon
closing will be reduced by this payment; A deferred consideration
of EUR 182 million. Due to the acceleration of the transaction, the
formerly contingent consideration of up to 150 million was
increased by 32 million and the date for the operating and
financial performance criteria was brought forward to April 30,
2005. This deferred consideration has already become unconditional
and is now payable in 4Q 2005. The initial cash purchase price
payable upon closing will be reduced by this payment; The cash
purchase price for 100% of the shares in Mobiltel. The call option
price of EUR 80 million paid by Telekom Austria in Q1 2005 will be
fully creditable against the purchase price; and Net debt of
Mobiltel which will be assumed by Telekom Austria at closing. The
Enterprise Value of EUR 1,600 million implies an EV/EBITDA multiple
(based on 2004 figures) of 5.2x which compares favorably to recent
transactions. This announcement amends communications distributed
on 17 December, 2004 via EURO Ad-Hoc. "The acceleration of the
acquisition gives Telekom Austria Group a strategic advantage in
Bulgaria and the earlier financial consolidation will have a
stronger positive impact on our financial statements" said Heinz
Sundt, CEO of Telekom Austria. Preparations for integration of
Mobiltel into mobilkom austria group, the wireless segment of
Telekom Austria, are on track and ahead of the original schedule.
mobilkom austria group will realise benefits of full operational
control of Mobiltel and introduction of new products and services
earlier than previously planned. Acceleration of the acquisition
allows for 6 months of consolidation of Mobiltel's financials by
Telekom Austria Group in 2005. "The Mobiltel core integration team
of mobilkom austria group has already done substantial work to
ensure smooth ownership transition and integration of the Bulgarian
business into our wireless operations and we are operationally
ready for the accelerated acquisition," said Boris Nemsic, COO
Wireless Telekom Austria and CEO mobilkom austria. As of 31 March
2005, Mobiltel had 3.14 million subscribers, making it the largest
mobile communications operator in Bulgaria with a subscriber market
share of approximately 63.9% compared to 3.03 million subscribers
at year end 2004. For the 12 months ended December 31, 2004,
Mobiltel had revenues and EBITDA of around EUR 486 million and EUR
306 million, respectively (pro forma financial data according to
IFRS). Capex in 2004 was EUR 102 mn, primarily for network
extension. In 1Q 2005 Mobiltel generated revenues and EBITDA of EUR
119 mn and EUR 80 mn, respectively. Capex in Q1 2005 was EUR 14.3
million reflecting normal first quarter seasonality. The company
has made a payment of EUR 39.9 mn for the UMTS license in 2Q 2005.
For the full year 2005 Mobiltel projects to continue generating
growth of revenues and subscribers levels while maintaining
industry leading operating margins. Net debt is forecast to fall
rapidly as a result of excellent cash flow generation. Upon
acquisition of Mobiltel, Telekom Austria Group will be able to
maintain its strong financial position. Telekom Austria Group
intends to finance the purchase price for Mobiltel with internally
generated cashflows, cash on the balance sheet and available credit
lines. Telekom Austria confirms that no equity will be raised in
order to finance the acquisition and will maintain its current
share buyback program. The transaction is expected to be accretive
from the first year of consolidation and is expected to improve
Telekom Austria Group's growth profile. Mobiltel is expected to be
consolidated by Telekom Austria starting from July 2005. Lehman
Brothers and Raiffeisen Investment AG are advising Telekom Austria
on this transaction. For additional information on Bulgaria and on
Mobiltel please refer to the corresponding Shareholders'
Information under Investor Relation at http://www.telekom.at/ or to
http://www.mobiltel.bg/ Contacts: Martin Bredl Head of Corporate
Communications Tel: +43-(0)-59-059-1-11001 E-Mail: Peter E. Zydek
Head of Investor Relations Tel.: +43-(0)-59-059-1-19001 Email:
Mobiltel's pro forma financials for FY 2004 and Q1 2005 according
to IFRS can be accessed at
http://www.mtel.bg/mobiltel/about/financials.php DATASOURCE:
Telekom Austria CONTACT: Martin Bredl, Head of Corporate
Communications, Tel: +43-(0)-59-059-1-11001, E-Mail: , Peter E.
Zydek, Head of Investor Relations, Tel.: +43-(0)59-059-1-19001,
Email:
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