Telenor signs final agreement on Pannon acquisition

Press release
Fornebu
7 minute read
Telenor, through its mobile arm Telenor Mobile , has signed a definitive share purchase agreement to acquire 100 per cent of Hungary's second largest mobile operator, Pannon GSM Rt. (Pannon GSM). On completion of the transaction with the Dutch Telecommunications Company KPN, Finland's Sonera, and Denmark's Tele Danmark Communications (TDC), Telenor will increase its holding in Pannon GSM from 25.78 per cent to 100 per cent.
The agreement is based on the Heads of Terms Agreement entered into by the parties on July 26, 2001. The purchase price for the shares will be Euro1,002 million, equivalent to an equity value of Euro1,350 million for 100 per cent of the shares. The consideration is payable on completion.

The agreement is subject to regulatory approval. Telenor will apply for such approval shortly, and anticipate that the transaction will be completed in the fourth quarter of 2001 or the first quarter of 2002.

For the nine months ended September 30, 2001, Pannon GSM reported revenues of Euro366 million and EBITDA of Euro135 million representing an EBITDA margin of 37 per cent. As of September 30, 2001 the company has in excess of 1.6 million subscribers, with a market share of approximately 40 percent.


Telenor ASA
Telenor ASA is an international provider of high quality telecommunications, data and media communication services, with a particularly strong focus on mobile, Internet and broadband services. Headquartered in Oslo, Norway, the company is present in over 30 countries, with revenues of NOK 37.6 billion (US$4.3 billion) in 2000. Internationally, Telenor continues to target investments within mobile, Internet, TV-distribution and satellite communications, constantly providing its worldwide customers with leading-edge solutions at competitive prices. Telenor ASA is listed on the Oslo Stock Exchange (TEL) and Nasdaq in New York (TELN).

Telenor Mobile ("TM")
TM is the mobile business area of Telenor, offering voice, data, Internet, e-commerce and content services. TM is one of the world's most advanced mobile operators with a leading position in the Norwegian market and with ownership in 14 mobile companies throughout the world. TM's total number of subscribers as of year-end 2000 was approximately 5.6 million - 2.2 million in Norway and 3.4 million abroad - calculated on an equity basis.

Pannon GSM Rt.
Pannon GSM Rt. is a mobile telecommunications operator in Hungary, headquartered in Budapest. The company offers high quality GSM voice and data communication services on 900 and 1800 MHz frequency. The network is accessible in 99 per cent of the territory of Hungary. The company has 178 roaming partners in 76 countries on five continents. The company's revenue in 2000 was above 97 billion HUF. As of October 1, 2001, the company had approx. 1,6 millon subscribers and the number of employees exceeded 1400. Pannon GSM has a market share of around 40 per cent of the Hungarian GSM market, which consists of three operators.

Cautionary note regarding forward-looking statements
This announcement contains "forward-looking statements" which are made in reliance on the safe harbour provision of the US Private Securities Litigation Act of 1995. You can identify forward-looking statements by, among other things, the use of forward-looking language, such as "anticipate", "estimate", "intend", "plan", "project", "expect" and similar expressions. Forward-looking statements reflect the current expectations, estimates and projections of management of Telenor and Telenor Mobile Communications about future events. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. They are based upon assumptions as to future events that may not prove to be accurate. Therefore, many factors could cause the actual results, performance or achievements of Telenor and Telenor Mobile Communications to differ materially from any communication of future results, performance or achievements expressed in, or implied by any forward-looking statements, including, inter alia, problems caused by acquisitions, including the acquisition of shares in Pannon GSM, increased costs, difficulties experienced in products and technologies, increased competition, problems with intellectual property and difficulties experienced in our various markets or marketplaces. As a result of these risks, uncertainties and assumptions, the forward-looking events discussed in this announcement might not occur. Other factors that could affect the forward-looking statements are described in certain of Telenor's reports filed with the US Securities and Exchange Commission. Expect as required by exchange requirements and applicable law, we undertake no obligation to update publicly or revise and forward-looking statements, whether as a result of new information, future events or otherwise.