Telecom Italia: Offer Document for Seat Pagine Gialle public purchase offer deposited with Consob

04/11/2000 - 00:00 PM

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NOTICE
This Offer is being promoted exclusively on the Italian market.
The Offer is open to all shareholders on equal terms and conditions, but it has not and will not be released in the United States of America, Canada, Japan and Australia, nor in any other country where such publication is not permitted in the absence of authorization from the relevant authorities (collectively known hereafter as "Excluded Countries"), neither using postal services nor any other channel of communication or international trade) including, by way of example, the postal network, fax, telex, e-mail, telephone and Internet) in the Excluded Countries, nor via any of the Excluded Country´s regulated national markets, nor in any other manner. Accordingly, no copy of the Offer Document and copy of any other document that the Offerer has issued or will issue concerning the Offer has been, and must not be, sent or transmitted in any manner, or in any way distributed in the Excluded Countries. Anybody who receives the Offer Document or any other document published by the Offerer concerning the Offer (including, by way of example but not restricted to, receivers, fiduciaries and trustees) may not distribute these documents, send them (including via the postal service) to the Excluded Countries, nor use the postal services or other channels of a similar nature within these countries with regard to the Offer. Anybody in possession of the aforementioned documents must refrain from distributing them, sending them or transferring them to or from Excluded Countries, and must also refrain from using means of communication or international trade in the Excluded Countries for any purpose associated with the Offer. The only Offer acceptances that will be admissible are those that conform fully with the above restrictions.


In accordance with the "Testo Unico" law and Consob regulations, Telecom Italia today deposited with Consob (the Italian Regulatory Authority) the Offer Document for the Voluntary Public Tender Offer for the purchase of Seat Pagine Gialle ordinary and nonconvertible savings shares.

The offer document shall be made public as soon as it receives Consob approval.

The voluntary public tender offer is being promoted by Telecom Italia for Seat Pagine Gialle shares in accordance with articles 102 and 106 of the "Testo Unico" law, and is intended to encompass the total number of:
- ordinary shares representing Seat´s ordinary share capital as issued and paid up at 13 April 2000, excluding the ordinary Seat shares corresponding to 29.9% of the aforementioned capital which, in accordance with a contract signed on 15 March 2000, are ordinary Seat shares that Telecom Italia has an option to acquire and to which Telecom Italia itself already has rights of disposition.
- nonconvertible Seat Pagine Gialle saving shares in circulation.

It therefore follows that the Offer is for a total of 4,306,669,197 Seat Pagine Gialle shares, of a par value of 50 lire each, relating to the fiscal year starting on 1 January 2000, consisting of 2,858,309,617 ordinary shares and 1,448,359,580 nonconvertible savings shares.

The intention to proceed with the Offer, and the offer prices, have been previously announced to the market by means of press releases issued on 10 February 2000 and 15 March 2000, and have also been referred to in the 15 March 2000 agreement regarding the integration of a business division of and other assets of Telecom Italia (or assets belonging to the Telecom Italia Group) relating to the management and commercialization of services, products and online information, with Seat Pagine Gialle.

Pursuant to applicable laws and regulations, Seat shall, within the announced time period, express its own definitive assessment regarding the Offer´s congruity.

1. ESSENTIAL ELEMENTS OF THE OFFER

1.1 Offer price and overall amount
The price offered by Telecom Italia is:
- EURO 4.20 (equivalent to Lire 8,132) for each Seat ordinary share tendered in acceptance of the Offer.
- EURO 2.94 (equivalent to Lire 5,692) for each Seat savings share tendered in acceptance of the Offer.

For every block of 500 Seat shares, equivalent to the minimum stock exchange negotiable amount from 20 March 2000, tendered by each Seat Pagine Gialle shareholder who has accepted the Offer, the following amounts shall therefore be paid:
- EURO 2,100 (equivalent to Lire 4,066,167) per 500 Seat ordinary shares
- EURO 1,470 (equivalent to Lire 2,846,316.9) per 500 Seat savings shares.

Should there be 100% acceptance of this Offer, the maximum overall value is equivalent to EURO 16,263,077,559 (equivalent to Lire 3,489,709,184,503) for all 4,306,669,197 shares, of which sum EURO 12,004,900,393 (equivalent to circa Lire 23,244,728,484,841) is represented by the portion of Seat Pagine Gialle capital made up by Ordinary Shares, and EURO 4,258,177,166 (equivalent to circa Lire 8,244,980,701,211) is represented by the portion of Seat Pagine Gialle capital consisting of Savings Shares.

1.2 Offer validity terms and conditions
The offer is subject to the following terms and conditions:
(a) by 31 July 2000, receipt of authorization without reservation or condition from the Italian Competition and Market Regulatory Authority, in accordance with law no. 287/90, in the prescribed form, and in accordance with applicable antitrust regulations, for the merger between Seat and Tin.it, as per the terms indicated and communicated by the same Competition and Market Regulatory Authority on 29 March 2000. Should this authorization not be granted by 31 July 2000, Telecom Italia reserves the unalienable right to renounce this condition at any time, with concomitant communication to the market via a special notice to be published in Italian national newspapers.
(b) the non-occurrence, up to the second calendar day prior to the offer payment date (as defined in the following paragraph 2.1), of situations prejudicial to Seat Pagine Gialle to such a degree as to substantially alter the asset and/or financial profile of the group headed by Seat Pagine Gialle as compared to the figures published in the preliminary consolidated financial statements to 31 December 1999. Should such a situation arise, Telecom Italia reserves the unalienable right to renounce on this same condition by the calendar day immediately preceding the offer payment date, or rather, should the event deemed to lead to the same condition become known to the Offerer prior to that date, within three stock market trading days from becoming aware of this event, with concomitant communication to the market via a special notice to be published in Italian national newspapers.

2. ADDITIONAL OFFER ELEMENTS

2.1. Transfer of shares and offer price payment

Transfer of ownership of shares and payment of the offer price, notwithstanding extensions and modifications to the Offer on the basis of currently applicable legal and regulatory dispositions, shall take place on the seventh day of stock market trading successive to the date of fulfillment or announcement of the condition referred to in paragraph 1.2 (a) above, it being understood that ownership of the shares shall be transferred to Telecom Italia and the payment shall be made to acceptors of the Offer only if, by the second day preceding the Offer Price Payment Date, there is fulfillment or, if non-fulfillment applies, there has been express renunciation of the condition referred to in paragraph 1.2 (b) above.

2.2. Financing
In order to cover the maximum sum envisaged, equal to EURO 16,263,077,559 (equivalent to circa Lire 31,489,709,184,503), Telecom Italia has opened a credit facility of a sufficient size from a pool of banks represented by Chase Manhattan International Limited.
2.3 Exact fulfillment guarantees
In order to enable Telecom Italia to fulfil its commitment to pay out the maximum sum envisaged, calculated from the entirety of Seat shares, a pool of banks represented by Chase Manhattan International Limited has granted to the Offerer an unconditional and irrevocable line of credit for an amount large enough to cover this sum. This line of credit (which is guaranteed immediately liquid) may be used exclusively for the benefit of Seat Pagine Gialle shareholders who take up the Offer.

2.4 Offer period
The duration of the Offer shall be set for a period determined in accordance with applicable dispositions, which at this time allow it to be forecast to commence in the month of April 2000. The duration of the Offer and a detailed calendar shall be agreed respectively with the Italian Borsa SpA and with Consob, pursuant to applicable legal and regulatory dispositions.

2.5 Residual public purchase offer and right to purchase
Should it arise, subsequent to closure of the Offer, that Telecom Italia holds a stake in excess of 90 percent of the Issuer´s ordinary shares, the Offerer declares, from this time onwards, its intention to restore the float.

Should it arise, subsequent to closure of the Offer, that Telecom Italia holds a stake equal to or greater than 98 percent of the Issuer´s ordinary shares, the Offerer declares, from this time onwards, its intention to take up its option, laid down in article 111 of the Testo Unico, of acquiring residual ordinary shares in circulation.

3. PURPOSE

As part of the merger process, this Offer is for the purpose of providing a pre-set form of "withdrawal", on equal conditions, to all Seat Pagine Gialle shareholders who do not wish to share in the integration project with Tin.it, and prefer not to participate in the resulting legal entity at the outcome of the merger.

4. ADVISERS

Telecom Italia´s financial advisers are Chase H&Q, a division of Chase Manhattan International LTD, and Morgan Stanley Dean Witter.