Tele2’s $3.3 Billion Merger With Com Hem

Tele2 has retained Citigroup Global Markets Limited, Nordea Bank AB (publ) and Ondra LLP as financial advisers and Vinge as legal adviser as to Swedish law and Shearman & Sterling LLP as legal adviser as to US law. Com Hem has retained Goldman Sachs International as financial adviser and Linklaters as legal adviser. N M Rothschild & Sons Limited acted as the independent financial adviser to the Board of Directors of Tele2.

Under the terms of the merger, Com Hem will be merged into Tele2, and each Com Hem share will be converted into the right to receive 1.0374 Class B shares of the surviving company and SEK 37.02 in cash (approximately $4.35). As a result of the merger, Tele2’s shareholders will own approximately 73% of the issued share capital of the surviving company. The merger consideration offered to shareholders of Com Hem is approximately SEK 27 billion ($3.3 billion). This transaction is subject to the satisfaction of a number of closing conditions, including, among others, the approval of the merger by the shareholders of Tele2 and Com Hem, respectively, the effectiveness of a registration statement on Form F-4 to be filed by Tele2 with the U.S. Securities and Exchange Commission to register the shares to be issued in the merger, and the receipt of the requisite regulatory approvals.

Tele2 (NASDAQ Stockholm: TEL2A and TEL2B) offers mobile services, fixed broadband and telephony, data network services, content services and global IoT solutions. Every day Tele2’s approximately 17 million customers across eight countries enjoy a fast and wireless experience through their award-winning networks. Tele2, founded in 1993, is headquartered in Stockholm and has been listed on the Nasdaq Stockholm since 1996.

Com Hem (NASDAQ Stockholm: COMH) offers broadband, TV, play and telephony services to Swedish households and companies. Com Hem was founded in 1983 and has approximately 1,100 employees. The company is headquartered in Stockholm and operates through four subsidiaries: Com Hem, Boxer TV Access, Phonera Företag and iTUX Communication.

Shearman & Sterling is advising Tele2 on the U.S. aspects of the deal with a team including David Dixter (Picture – Capital Markets), George Karafotias (New York-Mergers & Acquisitions), Andy Zwecker (London-Mergers & Acquisitions) and Steven Holm (London-Capital Markets).

 

Involved fees earner: George Karafotias – Shearman & Sterling; Andy Zwecker – Shearman & Sterling; David Dixter – Shearman & Sterling; Steven Holm – Shearman & Sterling;

Law Firms: Shearman & Sterling;

Clients: Tele2;