This statement is made by the Board of Directors of TANDBERG
Television ASA (the "Directors") pursuant to sections 4-18 and 4-16 of
Norwegian Securities Trading Act of 1997 in connection with the
voluntary offer from Telefonaktiebolaget LM Ericsson (publ)
("Ericsson") to acquire all outstanding shares in TANDBERG Television
ASA ("TANDBERG Television") launched on 26 February 2007.
The Directors note that Ericsson's unsolicited offer is
competitive to the voluntary offer launched by ARRIS Group, Inc.
("ARRIS") on 15 February 2007 pursuant to the Transaction Agreement
between TANDBERG Television and ARRIS dated 15 January 2007 which was
recommended by the Directors in a separate statement included in
ARRIS' offer document.
Prior to entering into the Transaction Agreement with ARRIS, the
management and the Directors evaluated various strategic alternatives
for TANDBERG Television and as part of that process conducted
discussions with ARRIS and other potentially interested parties. A
number of parties conducted due diligence, culminating in the receipt
of competitive offers, of which ARRIS' offer delivered the highest
value to TANDBERG Television's shareholders at that time.
As part of TANDBERG Television's discussions with potentially
interested parties, Deutsche Bank AG made an approach to Ericsson in
the fall of 2006 with respect to TANDBERG Television. Ericsson did not
enter into a non-disclosure agreement with TANDBERG Television or
receive any non-public information from TANDBERG Television. There was
no contact between TANDBERG Television and Ericsson from that point
until 25 February 2007 when Ericsson management separately contacted
TANDBERG Television's Chairman and Chief Executive Officer to inform
them that Ericsson would publicly announce its voluntary offer the
following morning.
In the time period leading up to the execution of the Transaction
Agreement with ARRIS, the Directors, having reviewed the competitive
landscape, increasing consolidation of both customers and competitors,
and the loss of business opportunities to larger competitors,
concluded at that time that a combination to create a larger scale
operation, at the price offered by ARRIS, was in the best interest of
the TANDBERG Television shareholders. The factors which led the
Directors to arrive at their conclusions in respect of TANDBERG
Television's strategic outlook remain unchanged.
Ericsson's offer is NOK 106 in cash for each TANDBERG Television
share. This price represents a premium of approximately 10% over the
ARRIS offer price of NOK 96 for each TANDBERG Television share, which
consists of at least NOK 80 in cash and up to NOK 16 in new shares of
ARRIS common stock. Ericsson's offer does not subject TANDBERG
Television shareholders to the risks or potential benefits of changes
in ARRIS' share price after completion of the transaction.
Ericsson's offer price of NOK 106 reflects a 63% premium over the
average closing price for TANDBERG Television's shares during the 90
trading days preceding 15 January 2007 (the announcement date of
ARRIS' offer), a 48% premium over the average closing price for
TANDBERG Television's shares during the 60 trading days preceding 15
January 2007 and a 39% premium over the average closing price for
TANDBERG Television's shares during the 30 trading days preceding 15
January 2007.
The average closing price of TANDBERG Television's shares from 26
February 2007 through 6 March 2007 has been NOK 109.71, equal to 3.5%
above the offer price from Ericsson. The closing share price of
TANDBERG Television as of 6 March 2007 was NOK 110.00 per share. To
the extent that the TANDBERG Television share price remains at a
premium to Ericsson's offer price, it could be possible to sell shares
in the market at a price which is higher than the price that is
offered by Ericsson.
The Directors note that pursuant to Ericsson's offer document, an
acceptance of the offer will be irrevocable and cannot be withdrawn
after the acceptance has been received by Ericsson. If the conditions
for successful completion of the Ericsson offer are not met, a
shareholder's acceptance can either be released by Ericsson or will be
released in any case not later than 1 October 2007. Further, the
Directors note that pursuant to ARRIS' offer document TANDBERG
Television shareholders who have accepted ARRIS' offer are free to
cancel their acceptance in accordance with the terms and procedures
set out in Section 3.9 of ARRIS' offer document.
Ericsson's offer is conditioned upon the satisfaction or waiver by
Ericsson of the following conditions: (i) receipt of acceptances for
more than 90 per cent of the shares and votes in TANDBERG Television,
(ii) that all necessary approvals and clearances from authorities have
been obtained on terms acceptable to Ericsson and (iii) that prior to
completion of the offer there are no actions, changes, events,
violations, circumstances, information or effects that are or are
reasonably expected to become, materially adverse to the value,
business, assets (including intangible assets), liabilities,
capitalization, financial conditions or results or operations of
TANDBERG Television, or TANDBERG Television if controlled by Ericsson
("Material Adverse Change"), nor that the acquisition of or value of
the shares in TANDBERG Television is rendered partially or wholly
impossible or significantly changed or impended as a result of
legislation, regulation, change of control, any decision of court or
public authority, or other comparable measures, including actions by
TANDBERG Television or any third party, beyond Ericsson's control.
With respect to the Material Adverse Change clause in Ericsson's
offer Ericsson has expressed that, as of today, it is not aware of any
information that would constitute a Material Adverse Change. If
Ericsson does not complete its offer Ericsson has, with certain
exceptions, agreed to compensate TANDBERG Television in full for the
termination fee TANDBERG Television is obliged to pay to ARRIS (see
below).
The Directors also note that Ericsson according to its offer
document has acquired an 11.7% stake in TANDBERG Television from
certain institutional shareholders, and in addition secured
pre-acceptances from 15.7% of TANDBERG Television's shareholders.
Ericsson's ownership stake would prevent completion of the 90%
acceptance condition to the ARRIS offer unless Ericsson was to sell
its stake or support the ARRIS offer.
If Ericsson as a result of the offer or otherwise, acquires
TANDBERG Television shares representing more than 40 per cent of the
voting rights of all TANDBERG Television shares, Ericsson must then
proceed with a mandatory offer for the remaining shares in Tandberg
Television. Ericsson has stated in its offer document that it intends
to propose to the General Meeting of TANDBERG Television shareholders
following completion of the offer that TANDBERG Television shall apply
for its shares to be delisted from the Oslo B0rs. In the event
Ericsson, as a result of the offer or otherwise, acquires and holds
more than 90 per cent of the shares and votes of TANDBERG Television,
Ericsson will have the right to commence a compulsory acquisition of
the TANDBERG Television shares held by the minority shareholders.
According to Ericsson's offer document Ericsson aims to secure
that the employees of TANDBERG Television will keep their basic
employment terms and conditions. Further, Ericsson does not expect the
implementation of the offer to have any significant legal, financial
or work related effects for the employees of TANDBERG Television. The
employees of TANDBERG Television are positive to Ericsson as a new
owner of TANDBERG Television, noting that both companies share a
common culture of strong technical innovation and a focus on
profitable growth and value creation.
It is the Directors' opinion that Ericsson's offer represents a
compelling opportunity for the shareholders of TANDBERG Television and
a superior offer compared to the offer from ARRIS. The Directors
unanimously recommend the shareholders of TANDBERG Television accept
Ericsson's offer. TANDBERG Television has notified ARRIS that it has
withdrawn its recommendation that TANDBERG Television shareholders
accept the offer from ARRIS and terminated the Transaction Agreement
with ARRIS. As a result, TANDBERG Television is obliged to pay a
termination fee to ARRIS of USD 18 million within one business day
after the change of recommendation. As stated above Ericsson has, with
certain exceptions, agreed to refund the USD 18 million to TANDBERG
Television if Ericsson does not complete its offer.
The following Directors hold shares in TANDBERG Television: Jan
Chr. Opsahl (100,000 shares), Bengt Thuresson (10,000 shares), Arne A.
Jensen (15,000 shares), Helen Karlsen (6,052 shares), Karen Woodford
(800 shares). Furthermore, Eric Cooney, the Chief Executive Officer of
TANDBERG Television, holds 155,000 shares and 150,000 restricted
shares in TANDBERG Television.
The Directors and the Chief Executive Officer intend to accept the
offer from Ericsson in their capacity as shareholders in TANDBERG
Television.
7 March 2007
The Board of Directors in TANDBERG Television ASA
