M&A Activity • May 30, 2018
M&A Activity
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| To: | The Romanian Financial Supervisory Authority |
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| Financial Instruments and Investments Sector | |
| The Bucharest Stock Exchange Regulated Spot Market, Category Int'l (Shares) |
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| From | DIGI COMMUNICATIONS N.V. |
pursuant to Law no. 24/2007 on issuers of financial instruments and market operations and to the Romanian National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, as subsequently amended and supplemented and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments
| DIGI COMMUNICATIONS N.V. (the "Company") Amsterdam, The Netherlands Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, th floor, 5th District, Romania Phase I, 4 +4031.400.65.05/ +4031.400.65.06 Registration number with The Netherlands Chamber of number with The Commerce Business Register: 34132532/29.03.2000 RSIN: 808800322 and Partnerships RO 37449310 EUR 6,918,042.52 100,000,000 (out of which (i) 65,756,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 34,243,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) 34,243,972 class B shares Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
Report date: | 30 May 2018 |
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Important events to be reported: The closing of the acquisition by the Company's Hungarian subsidiary, DIGI Távközlési és Szolgáltató Kft., of the Hungarian telecommunications operator Invitel Távközlési Zrt.
The Company would like to inform its shareholders that, as a result of the completion of the conditions to closing provided in the share-purchase agreement ("SPA") signed on 21 July 2018 between DIGI Távközlési és Szolgáltató Kft. ("Digi HU"), as the purchaser, and Ilford Holding Kft. and InviTechnocom Kft. (former name Invitel Technocom Távközlési Kft.), acting as sellers (the "Sellers), the acquisition by Digi HU of shares representing in total 99.998395% of the share capital and voting rights of Invitel Távközlési Zrt. (the "Target") was finalized today, 30 May 2018.
The total consideration paid by Digi HU to the Sellers for the acquisition of shares in the Target was of approximately EUR 135.4 million.
The Company welcomes the addition to the Digi group of a key Hungarian telecommunications operator positioned as the second-largest incumbent fixed line telecommunications and broadband internet services provider in the residential and small business customers segment in Hungary. The Target offers an extensive portfolio of services to residential and small business customers, including a variety of multimedia and entertainment services such as interactive, digital and HD television, fast internet offerings and fixed telephony services across its regional networks.
This transaction will allow the Company's group to consolidate its position on the Hungarian telecommunications market, and to expand its customer reach and experience, as well as to create better operational synergies.
For the year 2017, the Target had a revenue of HUF 25,769 billion (approximately EUR 83.3 million) and an EBITDA of HUF 7.550 billion (approximately EUR 24.4 million). At 30 April 2018, the Target had 695,099 RGUs (revenue generating units) in cable TV, broadband internet and fixed telephony. In May 2018, the Hungarian Competition Council cleared this transaction subject to the following commitments having been undertaken by Digi HU: Digi HU to sell within six months the network the Target currently holds in 16 Hungarian settlements, as well as to refrain from extending the lease contracts in place with independent fixed-line telecom networks in 23 Hungarian settlements.
For other relevant information regarding the SPA and the transaction, we invite the market and our investors to also refer to the announcement issued by the Company to the market and to its investors on 21 July 2017.
Serghei Bulgac
Chief Executive Officer
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