TDE.L Regulatory News (TDE)

5 Jul 2006 07:00

Telefonica SA04 July 2006 Press Release 04/07/2006 The Company accepts Yell's bid for 100% of TPI THIS DEAL WILL GROSS TELEFONICA 1.838 BILLION EUROS The Company owns 216,269,764 shares of Telefonica Publicidad e Informacion,59.905% of its share capital • The bid, targeted at 100% of TPI shareholders, is €8.50 for every share of Telefonica Publicidad e Informacion • This valuation represents a premium of over 18% above TPI's weighted average share price in the three months prior to the bid announcement Madrid, 4 July 2006.- The timeframe provided for in law for presentingcounterbids has elapsed and the Board of Directors of TPI issued its report infavour of the transaction on Tuesday, 27 June so that Telefonica S.A. can todayaccept the Public Tender Offer launched by Yell Group Plc for TPI, tendering its216,269,764 TPI shares. As owner of 216,269,764 TPI shares, equivalent to 59.905% of the company's sharecapital, the transaction will gross Telefonica 1.838 billion euros and netcapital gains of 1.577 billion euros. By accepting the Public Tender Offer, Telefonica is complying with itscommitment to accept Yell's bid, made in an agreement signed on 28 April,pursuant to which the Company, in its capacity as controlling shareholder ofTPI, is transferring all its shares to Yell. As agreed by Telefonica, which owns shares equivalent to the minimum acceptancepercentage required by Yell, the bid is being offered on 100% of TPI'soutstanding share capital. This is a total of 361,022,184 shares at a par valueof 5 euro cent each (€0.05). The bid is therefore fair, offering the sameconditions to all shareholders wishing to sell their stake in TPI. According to the terms of the Offer, shareholders electing to accept the bidwill receive €8.50 for every TPI share tendered, valuing the company at over 3billion euros. This valuation represents a premium of 18.38% over TPI's averageshare price, weighted by volume, in the three months before the bid wasannounced (28/02/2006). TPI, which ended 2005 with net earnings of 126.9 million euros, held itsOrdinary Shareholders' Meeting on 8 April, in which a gross dividend per shareof €0.40 was approved. The dividend was paid on 5 May. Next steps The acceptance period for the bid launched by Yell began on 23 June and will endon 24 July. After this period has elapsed, the Spanish securities regulator, theCNMV, will be informed of the number of shares that have been tendered in thebid. Subsequently, the CNMV will announce the results of the transaction andwill make the corresponding payments at the end of July or beginning of August. As we have already disclosed, Telefonica's decision to dispose of TPI is part ofa larger sector trend. In the last four years, European directories businesseshave been spun out from the large telecommunications companies. This information is provided by RNS The company news service from the London Stock Exchange