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PRESS RELEASE NOT FOR DISTRIBUTION IN THE UNITED STATES Filing of a draft French information document by Neuf Cegetel in response to the proposed simplified tender offer by SFR for the shares of Neuf Cegetel The proposed tender offer, the draft offer prospectus (filed with the AMF by SFR) and the Draft Response Document (filed with the AMF by Neuf Cegetel) remain subject to the review of the AMF Paris, April 22, 2008. 1. DESCRIPTION OF THE OFFER Pursuant to Title III of Book II and more specifically Articles 231-13, 233-1 et seq., and 234-5 of the General Regulation of the AMF, the Société Française du Radiotéléphone, a société anonyme with a share capital of €1,343,454,771.15, registered with the Registre du Commerce et des Sociétés of Paris under number 403 106 537, having its registered office at 42 avenue de Friedland, 75008 Paris (“SFR” or the “ ”), offers to the shareholders of Neuf Cegetel, a société anonyme with a share capital of Offeror€33,810,900, registered with the Registre du Commerce et des Sociétés of Nanterre under number 414 946 194, having its registered office at 40/42 quai du Point du Jour, 92100 Boulogne Billancourt (“Neuf ” or the “ ”), the shares of the Company being admitted to trading on the Eurolist Cegetel Companymarket (Compartment A) of Euronext Paris S.A. under ISIN code FR0004166072 – NEUF, to purchase all of the Company’s shares for a price of €35.90 per share (ex-dividend) corresponding to the price of €36 ...

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• Publié par: Pheyf
• Nombre de lectures: 26
• Langue: English

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PRESS RELEASE

Neuf Cegetel Group - Communications Department - www.groupeneufcegetel.fr

1

NOT FOR DISTRIBUTION IN THE UNITED STATES

Filing of a draft French information document by Neuf Cegetel in response to the proposed

simplified tender offer by SFR for the shares of Neuf Cegetel

The proposed tender offer, the draft offer prospectus (filed with the AMF by SFR) and the Draft

Response Document (filed with the AMF by Neuf Cegetel) remain subject to the review of the AMF

Paris, April 22, 2008

.

1. DESCRIPTION OF THE OFFER

Pursuant to Title III of Book II and more specifically Articles 231-13, 233-1 et seq., and 234-5 of the

General Regulation of the AMF, the Société Française du Radiotéléphone, a société anonyme with a

share capital of €1,343,454,771.15, registered with the

Registre du Commerce et des Sociétés

of Paris

under number 403 106 537, having its registered office at 42 avenue de Friedland, 75008 Paris (“

SFR

”

or the “

Offeror

”), offers to the shareholders of Neuf Cegetel, a société anonyme with a share capital of

€33,810,900, registered with the

Registre du Commerce et des Sociétés

of Nanterre under number 414

946 194, having its registered office at 40/42 quai du Point du Jour, 92100 Boulogne Billancourt (“

Neuf

Cegetel

” or the “

Company

”), the shares of the Company being admitted to trading on the Eurolist

market (Compartment A) of Euronext Paris S.A. under ISIN code FR0004166072 – NEUF, to purchase

all of the Company’s shares for a price of €35.90 per share (ex-dividend) corresponding to the price of

€36.50 per share (with the 2007 dividend attached) announced by SFR in a press release published on

December 20, 2007 (the shares should trade ex-dividend starting on April 28, 2008, the payment of the

dividend is expected to take place on May 2, 2008) (the “

Offer

”).

JP Morgan Chase Bank, N.A., acting through its Paris branch, Calyon, Crédit Mutuel-CIC, acting

through Crédit Industriel et Commercial (“CM-CIC”), Natixis and Société Générale, acting as

presenting banks on behalf of SFR, have filed with the AMF the proposed Offer on April 22, 2008, it

being specified that only CM-CIC and Natixis guarantee, in accordance with the provisions of Article

231-13 of the General Regulation of the AMF, the terms and binding nature of the undertakings of the

Offeror in connection with the Offer.

The Offer is made for (i) all Neuf Cegetel shares not held by the Offeror, i.e., 63,174,943 shares as of

March 31, 2008 (excluding the 4,181,000 free shares outstanding whose statutory lock-up period shall

not have expired on the closing date of the Offer), as well as (ii) Company shares resulting from the

exercise of stock options prior to the closing of the Offer, representing a maximum of 457,932 shares

(as of March 31, 2008). The Company has announced its intention not to tender the 1,236,202 shares it

owns, as part of the Offer, since these shares are to be granted to beneficiaries of rights to free

allocation of shares, these rights being already attributed but not vested. Accordingly, only 62,396,673

shares (as of March 31, 2008), including the Company’s shares resulting from the exercise of stock

options prior to the closing of the Offer, may be tendered in the Offer.

The Offeror irrevocably undertakes to acquire the above-referred Company shares that may be tendered

in the Offer, during a period of 20 trading days, for a price of €35.90 per share (ex-dividend).

PRESS RELEASE…/…

2

Neuf Cegetel Group - Communications Department - www.groupeneufcegetel.fr

2

2. OPINION OF THE BOARD OF DIRECTORS

In accordance with the provisions of Article 231-19 of the General Regulations of the AMF, Neuf

Cegetel’s Board of Directors held a meeting on April 21, 2008, chaired by Mr. Frank Esser as Chairman

and Chief Executive Officer, in order to examine, in particular, the proposed Offer possibly followed by

a squeeze-out, and to issue an opinion (avis motivé) on the interest it represents and the consequences

for the Company, its shareholders and employees. All of the Board members attended the Board

meeting, excluding Mr. Stéphane Courbit, absent and excused. The Board of Directors unanimously

adopted the opinion summarized below.

In arriving at its opinion, the Board reviewed the conclusions of Ricol, Lasteyrie & Associés, who had

been appointed as independent expert by the Board of Directors on February 20, 2008, following the

proposal of the Independent Directors Committee.

A presentation of such conclusions was made to the

Board by Ms. Sonia Bonnet-Bernard of Ricol, Lasteyrie & Associés.

The Board further took into account the conclusions of the Independent Directors Committee at its

meeting held on April 18, 2008, that recommended to the Board to approve the Offer and recommend

to the shareholders of the Company to tender their shares.

The Committee Chairman, Mr. Jean-

François Cirelli, reported to the Board the review performed by the Committee and its conclusions. The

Committee underlined in particular the context of the transaction (notably the strong historical capital

and operational links already existing between SFR and the Company, the evolutions of the

telecommunications sector, as well as the negative performance of stock markets since transaction

announcement) and the conclusions of the report of the independent expert as to the fairness of the price

of the Offer. The Committee further noted the intentions of SFR regarding employment.

The Board of Directors also examined the draft offer prospectus submitted by SFR.

It noted, in

particular, SFR’s intentions regarding strategy and employment.

The Board of Directors finally noted that:

-

The expert considers the offered price to be fair;

-

The price per share offered to the shareholders by the Offeror is €2 above the price paid to

Louis Dreyfus Technologies SAS at the time of the sale of its stake in the Company to

SFR, the price having been negotiated between two independent parties, both major

shareholders of the Company, with this acquisition granting the majority of the capital to

SFR;

-

Acknowledges SFR’s intentions regarding strategy and employment; and

-

The Independent Directors Committee has recommended the Board of Directors to issue a

favorable opinion and to recommend to the Company’s shareholders to tender their shares

in the Offer.

Given the above and after discussing it, the Board of Directors concluded that the Offer is in the interest

of the Company, its employees and its shareholders.

As a consequence and in light of the above, the

Board of Directors unanimously decided to issue a favorable opinion on the Offer and to recommend

that the Company’s shareholders tender their shares in the Offer.

3. REPORT OF THE INDEPENDENT EXPERT

In accordance with the provisions of Article 261-1 et seq. of the General Regulation of the AMF and

upon the proposal of the Independent Directors Committee, the Board of Directors appointed Ricol,

Lasteyrie & Associés as independent expert on February 20, 2008 to issue a report on the financial

terms of the Offer.

In its report dated April 21, 2008, the independent expert concluded that the price of €36.50 per Neuf

PRESS RELEASE…/…

3

Neuf Cegetel Group - Communications Department - www.groupeneufcegetel.fr

3

Cegetel share (2007 coupon attached), corresponding to the offer price of €35.90 per share (ex-

dividend), is fair, from a financial standpoint, for Neuf Cegetel minority shareholders, with regard to

the simplified tender offer as well as the indemnification of shareholders in the event of a squeeze-out

involving Neuf Cegetel shares.

4. AVAILABILITY OF THE DOCUMENTS RELATING TO THE PROPOSED OFFER

The

draft

Information

Response

Document

is

available

on

Neuf

Cegetel’s

website

(www.groupeneufcegetel.fr), as well as on that of the AMF (www.amf-france.org).

A copy may be obtained free of charge upon request to:

Neuf Cegetel SA

Direction Financière

40/42 quai du Point du Jour

92100 Boulogne Billancourt

In accordance with the provisions of Article 231-28 of the General Regulations of the AMF,

information relating to legal, financial and accounting characteristics of Neuf Cegetel shall be filed with

the AMF and made available to the public, at the latest, the day preceding the Offer. A notice will be

published in a financial newspaper with national distribution, at the latest, the day preceding the

commencement of the Offer in order to inform the public of the means by which this information will

be made available.

THE OFFER IS MADE ONLY IN FRANCE AND MAY NOT BE ACCEPTED IN ANY OTHER

COUNTRY.

Neuf Cegetel press contacts

Nicolas Chatin

/

[e-mail]

Investor relation contacts

Pierre-Antoine Machelon, Nathalie Bricault /

[e-mail]