TDC to recommend new takeover offer from Macquarie consortium

Danish operator TDC said a consortium of pensions companies PFA, PKA, ATP, and Macquarie Infrastructure and Real Assets, has decided to launch a take-over offer for it for an all-cash consideration of DKK 50.25 per share. The offer is subject to its merger with MTG's Nordic Entertainment and Studio Business not going ahead. TDC will recommend that shareholders accept the consortium’s offer, which would not be conditional on due diligence, once approved by the Danish Financial Supervisory Authority.

TDC said this offer is an improvement over the non-binding proposals that the consortium made last week. It represents a 25.6 percent premium to TDC's share price on 31 January, before it announced the MTG deal, of DKK 40.01. It is a premium of 30.6 percent over the average price of DKK 38.48 over the three months to the end of January.

The offer price corresponds to 8.0 x 2017 EBITDA and 17.6 x 2017 operating free cash flow. The price would be reduced on a krone-by-krone basis for any dividends paid before completion.

TDC chairman Pierre Danon said the board considers that the consortium's offer represents both the most compelling value and the highest transaction certainty benefiting TDC shareholders. It will still be subject to customary merger clearance and regulatory approvals, and acceptance by holders of more than two thirds of the capital and voting rights.

The operator said LionTree Advisors UK and Morgan Stanley & Co International consider the offer to be fair, from a financial point of view, to shareholders.

TDC said its board of directors and executive management are still convinced of the strategic merits of its plans to merge with Modern Times Group's Nordic Entertainment and Studio businesses, but the offer by the consortium of the pension funds and Macquarie gives shareholders an attractive, immediate and secure value. It has informed MTG that it will withdraw is recommendation of their deal, once the consortium offer is made formally.