Berne, 10 May 2007
The European Commission informed Swisscom that it had no objection to the planned acquisition of the control of the Fastweb S.p.A., an Italian company, by Swisscom through a tender offer on 78,128,095 outstanding shares of the company.
The unconditional approval by the European Commission has been another important hurdle to take for Swisscom. In addition to the above, the following conditions have already been fulfilled: Mr. Silvio Scaglia tendered his entire participation, equal to approximately 18.7% of Fastweb's share capital, to Swisscom. On 12 April 2007, the Swiss Competition Commission gave its green light for the contemplated acquisition as it would neither create nor strengthen a market dominant position.
The Offer remains subject to the conditions described in the prospectus to the extent they have not yet been satisfied. As stated in the offer document, Swisscom may waive certain of those conditions and reserves the right, until 8 AM on the day following the expiration of the offer period, to waive the condition that more than 50% of Fastweb shares be held by the Swisscom group upon completion of the tender offer and can proceed to purchase a lower number of Fastweb shares in order to acquire the "de facto" control of Fastweb. The offer period is still ongoing until 15 May 2007.
Finally, considering that, pursuant to Italian laws and regulations, a competing offer could have been published up to 5 business days prior to the closing of the acceptance period, the term for the publication of such competing offer prospectus elapsed on May 8 last.
Subject to the terms described in the offer document, Swisscom will pay to each shareholder tendering its Fastweb shares an amount of EUR 47 per share. As a strategic partner committed to the long term, Swisscom is investing in Fastweb with the clear objective of further exploiting the Fastweb competitive advantages and technological lead as well as expanding its portfolio of offerings. Fastweb's board of directors has ruled in favour ("espresso parere favorevole") of the tender offer having been launched by Swisscom, after taking into account the fairness opinions provided by its financial advisors.