Berne, 15 May 2007
"We are very pleased that so many shareholders have accepted our offer", says Carsten Schloter, CEO Swisscom. "We can now start working on our vision of a successful Swiss-Italian partnership". Swisscom thanks Fastweb shareholders, the board of directors and management team as well as Fastweb employees for their cooperation and trust.
The offer period for Fastweb shares started on 10 April 2007 and finished on 15 May 2007. Settlement date of the transaction will be 22 May 2007. Swisscom will pay to each shareholder having tendered its Fastweb shares an amount of EUR 47 per share. In total, Fastweb shareholders tendered 64.1 million shares equalling 80.7% of the share capital of Fastweb to Swisscom. The purchase price for the tendered shares will be EUR 3.0 billion (CHF 5.0 billion). Together with 1.4 million shares previously acquired the ownership level stands at 82.4% and the total purchase price will be EUR 3.1 billion (CHF 5.1 billion).
All conditions set in the offer document have been fulfilled. First, Swisscom received green light from the Swiss Competition Commission and the EU Commission as the contemplated acquisition would neither create nor strengthen a market dominant position. Second, Swisscom has reached an acceptance level of more than 50% of Fastweb share capital. Third, no actions which may hinder the offer or trigger serious changes to the market situation having a material adverse effect on the offer or Fastweb group business have occurred. Furthermore, there were no changes (or proposals of changes officially issued by the Italian Parliament or Government) to the legal and regulatory framework which may limit or however jeopardize the acquisition of Fastweb or the offeror's rights to vote and its other rights in connection with Fastweb shares or Fastweb group business.
The transaction, consisting of the purchase price of EUR 3.1 billion and the assumed net debt of EUR 1.1 billion of Fastweb amounts to EUR 4.2 billion or CHF 6.9 billion. Swisscom plans to finance the transaction with new debt of around CHF 5.9 billion, the proceeds from the sale of Antenna Hungaria of CHF 0.5 billion and the sale of treasury shares for an amount of up to CHF 0.5 billion. Swisscom currently owns 4.9 million treasury shares. Treasury shares not required will be earmarked for deletion at the General Assembly in 2008.
Details of when and how monetisation should take place will follow later. The aim is to complete the sale of the required treasury shares in 2007. A bridging facility has been put in place to ensure completion of the transaction with Fastweb shareholders.
Swisscom's treasury shares will not be and have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
Going forward, Swisscom's financial policy envisages to:
*) Operating Free Cash Flow to Swisscom shareholders defined as EBITDA - Capex +/- changes in net working capital - minorities
Swisscom will now start to cooperate with Fastweb management to develop future business plans and explore forms of cooperation in more detail. For Swisscom, the transaction is a logical step in the implementation of its corporate strategy aimed at growing its core business and increase company value through new activities. 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 operational business will continue to be separately managed. Within the next few weeks a General Assembly will be called and new members to the Board of Directors will be proposed.
Swisscom intends to continue working with the existing successful management team and retain the well-positioned Fastweb brand in Italy.