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06/27/2005 - 10:15 AM

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Telecom Italia Media: Voluntary partial tender offer on ordinary shares and the voluntary partial tender offer on savings shares is effective

The cash tender offer described herein applies without distinction, under equal terms and conditions, to all Telecom Italia Media shareholders, but is not being made, directly or indirectly, in or into the United States, Canada, Japan, Australia or any other jurisdiction outside Italy in which the tender offer would require the authorization of the relevant regulatory authorities or would violate applicable laws or regulations (hereafter “Other Countries”). In like manner, no acceptance of this offer originating, directly or indirectly, from the United States, Canada, and Australia, nor from Other Countries where such acceptance would be in violation of local law, shall be considered valid or effective. The cash tender offer described herein is not being made directly or indirectly, in or into, and cannot be accepted, directly or indirectly from, the United States, Canada or Australia, nor into or from Other Countries either via the services of any market regulated by the United States, Canada, Australia or Other Countries, or by the use of the mails of, or by any means of domestic or international communication or trade of the United States, Canada, Australia or Other Countries (including, without limitation and by way of example only, by mail, fax, telex, e-mail, telephone, the Internet or any other electronic medium or format). Any such offer shall not be capable of acceptance by any such use, means, instrumentality or facility. The information contained herein does not constitute an offer of securities for sale in the United States or offer to acquire or sell financial instruments in the United States, Canada, Australia or Other Countries.


In accordance with the terms of the Offer Document, and further to the notice issued on June 24 regarding the provisional results of the partial voluntary tender offer on ordinary shares and the partial voluntary public tender offer on savings shares, Telecom Italia Media announces that the offer is proceeding pursuant to the terms stated in Sections A.1 and C.7 in the Offer Document. Specifically, no extraordinary circumstances have arisen in Italy or internationally nor exceptional events that seriously impact Telecom Italia Media and its group of companies in terms of assets, earnings and finance as compared with the situation reported in the accounts as at March 31, 2005, nor have any changes to applicable law been introduced which would limit or in any event be prejudicial to the acquisition of the Telecom Italia Media ordinary shares and/or savings shares, or to the exercise of the company’s ownership rights and/or the exercise of voting rights and of other rights associated with the Telecom Italia Media ordinary shares and/or the savings shares.

As a result, the Offer is now to be considered effective.

Since the maximum number of Telecom Italia Media ordinary and savings shares tendered exceeds the maximum number of shares sought in the offer, the company will proceed with a proration of the acceptances, as announced on June 24.

Any Telecom Italia Media ordinary and savings shares not acquired by the company following proration will be released and returned to tendering shareholders on June 29, 2005.

The transfer to Telecom Italia Media of ownership of the ordinary and savings shares tendered and accepted will take place on the scheduled payment date, and therefore on July 1, 2005.

Telecom Italia Media was advised by Morgan Stanley & Co. Limited. Banca Caboto S.p.A. (Intesa Group), MCC - Capitalia Banking Group and Unicredit Banca Mobiliare S.p.A. acted as intermediaries engaged to coordinate the collection of acceptances.

Rome, June 27, 2005