Saudi Telecom Co. — M&A Activity 2015

Dec 22, 2015

Addendum announcement from Saudi Telecom Co. regarding the voluntary tender offer (VTO) to acquire the shares of Kuwait Telecommunication Company (VIVA).

7010 · 22/12/2015 08:02:19 · Announcement #40446 · View on Saudi Exchange

Addendum announcement from Saudi Telecom Co. regarding the voluntary tender offer (VTO) to acquire the shares of Kuwait Telecommunication Company (VIVA).

Further to STC announcement published on Tadawul website on 14/12/2015 regarding the Kuwait Capital Markets Authority (CMA) approval to publish STC Offer Document, the Board of VIVA has, in compliance with CMA rules, appointed a financial advisor licensed by the CMA (Protiviti) to do a valuation of VIVA. The valuation was conducted based on VIVA business plan approved by the Board and based on VIVA projected cash flows and was discussed with VIVA Board on 20 & 21 December 2015. Protiviti has confirmed that the Offer Price of KD 1 per share (equivalent to SR 12.37 per share) is fair.

In compliance with CMA rules, STC representatives on VIVA Board did not vote on the resolution. The remaining Board members however expressed an opinion which was different from that of their own financial advisor, and they decided not to recommend the offer. STC wish to highlight that VIVA Board recommendation is only indicative and non-binding and does not impact the VTO process. STC will therefore proceed with its offer in line with the CMA rules in Kuwait and does not intend to change the Offer Price.

Protiviti report and other related documents are available for review on STC website (www.stc.com.sa).

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.