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TDC recommends Macquarie offer

February 13, 2018

TDC said a consortium of pensions companies PFA, PKA, ATP, and Macquarie Infrastructure and Real Assets has made an offer of DKK 50.25 per share and it will recommend it to shareholders. The offer is subject to its merger with MTG’s Nordic Entertainment and Studio Business not going ahead. The offer will not be conditional on due diligence once approved by the Danish Financial Supervisory Authority.

TDC said this offer is an improvement over the non-binding proposals that the consortium made last week. It represents a 25.6 per cent premium to TDC’s share price on January 31st. The offer corresponds to 8 x 2017 EBITDA and 17.6 x 2017 operating free cash flow. TDC chairman Pierre Danon said the board considers that the consortium’s offer represents both the most compelling value and the highest transaction certainty benefiting TDC shareholders. It will still be subject to customary merger clearance and regulatory approvals, and acceptance by holders of more than two thirds of the capital and voting rights.

TDC said its board of directors and executive management are still convinced of the strategic merits of its plans to merge with Modern Times Group’s Nordic Entertainment and Studio businesses, but the offer by the consortium of the pension funds and Macquarie gives shareholders an attractive, immediate and secure value.

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