Berne, 12 November 2010
Swisscom announces that, even though the condition, mentioned in Section A.1 (a) of the offer prospectus, for the threshold level of at least 95% of Fastweb's share capital has not been met, the result of the public tender offer may undoubtedly be regarded as successful. In view of this, Swisscom will utilise its right to waive the condition for the offer's effectiveness mentioned in Section A.1 (a) of the offer prospectus and will accordingly proceed with the acquisition of all the shares tendered. Additionally, the condition of effectiveness mentioned in Section A.1 (b) of the offer prospectus has been met, considering that no material adverse change to the market situation with an impact on Fastweb has occurred.
As a result, the completed public tender offer will trigger the delisting procedure of Fastweb. As part of it, the remaining shareholders of Fastweb will obtain the right to sell their shares in a sell-out period. The terms which Swisscom will comply with during this mandatory acquisition will be announced as soon as the procedure is agreed with both the Italian stock exchange regulator, Consob, and the company managing the market, Borsa Italiana.
On 19 November 2010, upon transfer of the full ownership of the shares to Swisscom, holders will be paid EUR 18 in cash for each share tendered. At the settlement day, Swisscom will pay a total consideration equal to EUR 183 million. Swisscom will finance the purchase price from its own funds or via an existing credit line. Irrespective of the deal, Swisscom will be in a position to pay a dividend in 2011 equivalent to at least the prior-year amount. Swisscom will also retain the necessary financial reserves for any further deals.
With the minority buy-out process, Swisscom intends to take over Fastweb in full and delist the company from the Milan stock exchange. Given the dynamic market development in Italy, the full takeover will give Swisscom greater strategic and operational flexibility. The offer to the remaining shareholders of Fastweb will not affect the company's identity, which will remain Italian. Fastweb is positioned as a strong alternative to the other providers and continues to commit high investments to Italy's network infrastructure.