Consortium announces the completion of TDC-takeover

DK Telekommunikation ApS, a company controlled by a consortium comprising PFA, PKA, ATP and Macquarie Infrastructure and Real Assets has announced that the recommended public takeover offer to the shareholders of TDC A/S has been accepted, and the offer will be completed. Plesner has advised the consortium in relation to the takeover offer, including the financing.

The consortium had offered to buy all shares in TDC at a price of DKK 50.25 per share. The offer represented an aggregate equity purchase price of approx. DKK 40.336 billion for the outstanding TDC shares (excluding treasury shares). The Board of Directors of TDC had unanimously decided to recommend its shareholders to accept the offer once the offer document is published.

The takeover offer was conditional on the consortium acquiring shares (excluding treasury shares), representing more than two-thirds of the share capital and voting rights of TDC. Furthermore the offer was conditional on the merger between TDC and MTG not being approved by TDC. In addition, the takeover offer depended on the usual regulatory approvals.

The consortium has registered a shareholder approval at 88%, representing more than 2/3 of the share capital and voting rights of TDC. The consortium has announced that all conditions are satisfied and the takeover offer is concluded and will be completed.

The consortium consists of PFA Pension Forsikringsaktieselskab ("PFA"), PKA A/S ("PKA"), acting on behalf of Pensionskassen for Sygeplejersker og Lægesekretærer, Pensionskassen for Sundhedsfaglige, and Pensionskassen for Socialrådgivere, Socialpædagoger og Kontorpersonale, Arbejdsmarkedets Tillægspension ("ATP") and Macquarie Infrastructure & Real Assets (Europe) Limited ("MIRA") acting on behalf of funds or entities managed or advised by it.

The indirect ownership of DK Telekommunikation ApS will be split as follows: PFA (c. 16.7%), PKA (c. 16.7%), ATP (c. 16.7%) and MIRA (50%).

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