Forthnet S.A.
Announcement of Regulated Information
According to Law 3340/2005 and the decisions 3/347/2005 and 5/204/2000 of the Board of Directors of the Capital Market Commission, as in force and articles 276 et seq. of the Rule Book of the Athens Exchange, Forthnet SA (the "Company" or "Forthnet") announces the following in connection with the recent reports published in the newspapers and the electronic press with respect to its interest in acquiring Nova:
1. Forthnet confirms that it participates in a private international tender process (the "Process") for the acquisition (the "Acquisition") of all shares in the foreign companies NetMed N.V. and Intervision (Services) B.V. (the "Purchased Companies"). Of the Purchased Companies, NetMed N.V. is the parent company of, among others, NetMed Hellas A.E. and Multichoice Hellas A.E., which provide pay TV services in Greece and Cyprus.
2. Within the context of the Process, which is subject to a specific confidentiality agreement, the breach of which entails material ramifications, Forthnet, like other bidders, submitted a binding offer (the "Binding Offer"). The Binding Offer is based on certain assumptions and is subject to certain conditions, including completion of financial, technical, commercial and legal due diligence of the Purchased Companies and their affiliate undertakings (the "Due Diligence") and the entering into the relevant transaction documents.
3. At present, the Binding Offer is being considered by the sellers and in parallel the Due Diligence continues, whilst non exclusive negotiations are undergone, of which the outcome is uncertain.
4. If Forthnet is selected as preferred bidder by the sellers and proceed to the Acquisition, it is expected that the price which will be finally agreed after completion of the Due Diligence and conclusion of the relevant negotiations will be financed through debt and/or the proceeds from an increase of the Company's share capital with preemption rights in favor of its existing shareholders, which will require the approval of the General Meeting.
5. In view of the uncertainty as to the outcome of the Acquisition and the undertakings given under the confidentiality agreement referred to above, at present, Forthnet is not in a position to provide additional information as to the Process, the Binding Offer and the Acquisition, it commits, however, to proceed to relevant announcements whether it enters into an agreement with the sellers or not.
6. Finally, in the event that the negotiations are successful and the final agreement are signed following their approval by the Forthnet's Board of Directors, completion of the Acquisition would require, among others, the granting of all regulatory and administrative approvals by the competent authorities in accordance with the law.
1. Forthnet confirms that it participates in a private international tender process (the "Process") for the acquisition (the "Acquisition") of all shares in the foreign companies NetMed N.V. and Intervision (Services) B.V. (the "Purchased Companies"). Of the Purchased Companies, NetMed N.V. is the parent company of, among others, NetMed Hellas A.E. and Multichoice Hellas A.E., which provide pay TV services in Greece and Cyprus.
2. Within the context of the Process, which is subject to a specific confidentiality agreement, the breach of which entails material ramifications, Forthnet, like other bidders, submitted a binding offer (the "Binding Offer"). The Binding Offer is based on certain assumptions and is subject to certain conditions, including completion of financial, technical, commercial and legal due diligence of the Purchased Companies and their affiliate undertakings (the "Due Diligence") and the entering into the relevant transaction documents.
3. At present, the Binding Offer is being considered by the sellers and in parallel the Due Diligence continues, whilst non exclusive negotiations are undergone, of which the outcome is uncertain.
4. If Forthnet is selected as preferred bidder by the sellers and proceed to the Acquisition, it is expected that the price which will be finally agreed after completion of the Due Diligence and conclusion of the relevant negotiations will be financed through debt and/or the proceeds from an increase of the Company's share capital with preemption rights in favor of its existing shareholders, which will require the approval of the General Meeting.
5. In view of the uncertainty as to the outcome of the Acquisition and the undertakings given under the confidentiality agreement referred to above, at present, Forthnet is not in a position to provide additional information as to the Process, the Binding Offer and the Acquisition, it commits, however, to proceed to relevant announcements whether it enters into an agreement with the sellers or not.
6. Finally, in the event that the negotiations are successful and the final agreement are signed following their approval by the Forthnet's Board of Directors, completion of the Acquisition would require, among others, the granting of all regulatory and administrative approvals by the competent authorities in accordance with the law.