Teligent completes the offer to the shareholders in Trio and extends acceptance period
2006-03-29, On 8 February 2006, the Boards of Directors of Teligent AB and Trio AB made public a merger of the two companies. The merger is to be executed on the basis of an offer to the shareholders in Trio of newly issued shares in Teligent (the Offer). The shareholders in Trio have been offered 0.0877 shares in Teligent for each share in Trio. The final day to accept the Offer was 27 Mars 2006. The number of shares in Trio per 27 March 2006 amounted to 97,811,478.
Teligent now controls more than 81 percent of the total shares in Trio. A count of the number of acceptances to the Offer indicates that approximately 79.5 million shares in Trio have been submitted, corresponding to approximately 81.3 percent of Trio shares. Teligent has not acquired any shares in Trio other than those submitted in conjunction with the Offer.
In conjunction with declaring completion of the Offer, Teligentís Board has conceded the stipulation of a 90 percent holding and, as the remaining terms and conditions have been met, the Offer is consequently unconditional. Issuance of payment in the form of new shares in Teligent is expected to take place during the week starting 10 April 2006. In order to provide the remaining shareholders in Trio the opportunity to exchange their shares for shares in Teligent, the acceptance period has been extended until 24 April 2006.
Due to the merger with Trio, Teligent has postponed its annual general meeting until 28 April 2006. The company will, Friday 31 March, issue notice of an annual general meeting to decide upon, amongst other things, a new board of directors reflecting the new ownership structure. It is proposed that the Board consist of six members, of which two will be nominated by the former shareholders in Trio who accept the Offer. To participate in the annual general meeting in Teligent, shareholders must be registered in the share register maintained by VPC on 22 April 2006 and must have registered to attend by 25 April 2006.
As a result of the new share issue, the total number of shares in Teligent will increase by 6,971,182 shares from 20,863,162 to 27,834,344. The primary shareholder in Trio, Kistefos AS, will own 2,360,949 shares in Teligent upon conclusion of the transaction. Kistefos will thereby become Teligentís largest shareholder, with an ownership interest of approximately 8.5 percent.
It is also the companyís intention to present to the annual general meeting a proposal for a new incentive program for the new group.
Carnegie Investment Bank AB is Teligentís financial advisor in conjunction with the Offer.
Teligent AB (publ), The Board of Directors.
Teligent (TGNT, Stockholm Stock Exchange) is a global supplier of value added services to telecommunications carriers. The offering includes e.g. traditional and Next Generation Messaging and advanced IN solutions supporting data capabilities, such as Mobile Prepaid, Mobile VPN and Mass Calling. All solutions are based on the generic and patented service development platform, the Teligent P90/E. The companyís solutions are currently utilised by leading telecom operators, for example BT, Cingular, MCI, Telefůnica, TeliaSonera and Vodafone. For further information please visit www.teligent.se.
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- Teligent AB
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