Ote Ads Regulatory News (OTES)

14 Dec 2007 12:24

Cosmote Mobile Telecommunications14 December 2007 PRIVATE AND CONFIDENTIAL Athens, 12 December 2007 To the Board of DirectorsCOSMOTE Mobile Telecommunications S.A.44, Kifissias Avenue151 25 Athens, Greece Members of the Board, On November 9, 2007, the Hellenic Telecommunications Organization S.A. ("OTE")announced its submission of a voluntary tender offer (the "Public Offer") to theholders of common shares (other than the OTE Holders (as defined below)) with anominal value of €0.47 (each, a "Share") of COSMOTE Mobile TelecommunicationsS.A. (the Company"), for the acquisition of all of the outstanding Shares notalready held (directly or indirectly) by OTE for a consideration of €26.25 incash per Share (the "Consideration"). The detailed terms and conditions of thePublic Offer are set forth in the information circular filed by OTE datedDecember 4, 2007 (the "Information Circular"). Pursuant to our engagement by the Company in relation to the Public Offer andthe terms agreed between us in a letter dated November 23rd, ("the EngagementLetter"), you have asked for our opinion, pursuant to Article 15 of Law 3461/2006, as to whether the Consideration to be received by the holders of Shares(other than OTE and the entities through which OTE indirectly holds Shares(together, the "OTE Holders")) pursuant to the Public Offer is fair from afinancial point of view to the holders of Shares (other than the OTE Holders). For purposes of the opinion set forth herein, we have: i) reviewed certain publicly available financial statements and otherbusiness and financial information of the Company; Precise and accurate translation of the Greek prototype. In case ofdiscrepancies between the Greek prototype and the English translation, the Greek prototype prevails ii) reviewed other financial and operating data concerning the Companyprepared by the management of the Company; iii) reviewed certain financial projections prepared by the management ofthe Company; iv) discussed the past and current operations and financial conditionsand the prospects of the Company with senior executives of the Company; v) reviewed the reported prices and trading activity for the Shares; vi) compared the financial performance of the Company and the prices andtrading activity of the Shares with that of certain other comparablepublicly-traded companies and their securities; vii) reviewed the financial terms, to the extent publicly available, ofcertain comparable acquisition transactions; viii) reviewed the Information Circular and certain related documents; and ix) performed such other analyses, reviewed such other information andconsidered such other factors as we have deemed appropriate. We have assumed and relied upon, without independent verification, the accuracyand completeness of the information supplied or otherwise made available to usby the Company for the purposes of this opinion. With respect to the financialprojections, we have assumed that they have been reasonably prepared on basesreflecting the best currently available estimates and judgments of the futurefinancial performance of the Company. In addition, we have assumed that thePublic Offer will be consummated in accordance with the terms set forth in theInformation Circular without any waiver, amendment or delay of any terms orconditions. We are not legal, tax or accountancy advisors. We are financialadvisors only and have relied upon, without independent verification, theassessment of the Company and its legal, tax and accountancy advisors withrespect to matters of law, tax and accountancy. We have not made any independentvaluation or appraisal of the assets or liabilities of the Company, nor have webeen furnished with any such valuations or appraisals. Our opinion isnecessarily based on financial, economic, market and other conditions as ineffect on, and the information made available to us as of the date hereof.Events occurring after the date hereof, may affect this opinion and theassumptions used in preparing it, and we do not assume any obligation to update,revise or reaffirm this opinion, unless a revised or competitive offer issubmitted. We have been retained by the Company as its financial advisor to render anopinion in connection with the Public Offer, pursuant to art.15 of Greek Law3461/2006 relating to public tender offers. As a result, we have not beeninvolved in structuring, planning or negotiating the Public Offer. We willreceive a fee for our services upon rendering of this opinion. In the past, weand our affiliates have provided financial advisory services to the Company, andfinancial advisory and financing services to OTE, and have received fees for therendering of such services. We and our affiliates may also seek to provide such Precise and accurate translation of the Greek prototype. In case ofdiscrepancies between the Greek prototype and the English translation, the Greek prototype prevails services to the Company and OTE in the future and will receive fees for therendering of any such services. In the ordinary course of our trading,brokerage, investment management and financing activities, we or our affiliatesmay at any time hold long or short positions, and may trade or otherwise effecttransactions, for our own account or the accounts of customers, in debt orequity securities or senior loans of the Company, OTE or any other company thatmay be involved in this transaction. It is understood that this letter and the opinion expressed herein are providedsolely for the benefit of the Board of Directors of the Company in itsevaluation of the Public Offer, pursuant to Article 15 of Law 3461/2006, and maynot be used for any other purpose or referred to, disseminated, quoted orreproduced in any manner in whole or in part without our prior written consent,save that a copy of this letter may be included in its entirety in any publicfiling the Company is required to make in connection with the Public Offer asrequired by any applicable laws, or otherwise published or disclosed in itsentirety, as requested by competent authorities. It is not addressed to and maynot be relied upon by any third party, including for the avoidance of doubt, anyemployees, creditors or shareholders of the Company Based on and subject to the foregoing, we are of the opinion on the date hereofthat the Consideration to be received by the holders of Shares (other than theOTE Holders) pursuant to the Public Offer is fair from a financial point of viewto such holders of Shares (other than the OTE Holders). Very truly yours, Apostolos Kazakos Dimos Kapouniaridis Senior Director Director Precise and accurate translation of the Greek prototype. In case ofdiscrepancies between the Greek prototype and the English translation, the Greek prototype prevails This information is provided by RNS The company news service from the London Stock Exchange