Cisco Increases Offer Price and Extends Acceptance Period for Recommended Offer to Acquire TANDBERG
New Offer Price Includes Commitments Representing in Excess of 40% of Outstanding Shares Including TANDBERG's Largest Shareholders Highlighted Links
SAN JOSE, CA and NEW YORK, NY and OSLO, NORWAY - Cisco® (NASDAQ: CSCO) today announced a revised recommended voluntary cash offer to acquire TANDBERG (OSLO: TAA). Under the revised terms, Cisco will offer to purchase all the outstanding shares of TANDBERG for 170 Norwegian Kroner per share for an aggregate purchase price of approximately $3.4 billion. Cisco will also increase the interest payable on the offer price to a rate of 3.00% from a rate of 1.75%. This revised offer represents Cisco's final price for this transaction.
Shareholders representing in aggregate more than 30% of the outstanding shares, including TANDBERG'S largest shareholders Folketrygdfondet and OppenheimerFunds, have pre-accepted this offer based on this new price. These shares combined with the previously announced shareholder acceptances bring the total to in excess of 40% of the outstanding shares committed to the transaction.
Cisco believes that this revised offer remains consistent with the principles of prudence and financial fairness. If Cisco does not achieve the desired level of acceptances, the company will withdraw the offer and evaluate alternative ways to expand our activities in the video communications market.
As a result of the revised offer, Cisco has extended the acceptance period until December 1, 2009, at 17:30 p.m. CET. The offer document shall continue to apply for the new offer; provided that Cisco reserves the right to waive, in its sole discretion, any conditions to the offer, including, without limitation, the 90% acceptance level condition.
As announced on November 10, 2009, Cisco has already received acceptances representing 10,493,298 shares in TANDBERG or 9.37% of the shares and voting rights in TANDBERG. All holders of TANDBERG shares that have already tendered their shares will automatically benefit from the revised price.
As announced on October 1, 2009, the board of TANDBERG has unanimously recommended that shareholders accept a voluntary cash offer for 100% of the shares of TANDBERG.
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This document is Cisco Public Information.
TANDBERG is a registered trademark or trademark in the U.S. and certain other countries. All other trademarks are property of their respective owners.
This release may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the expected completion of the acquisition and the time frame in which this will occur, the expected benefits to Cisco from completing the acquisition, the impact of the combined company on relevant markets and plans regarding TANDBERG personnel. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors, including, among other things, obtaining a sufficient number of tendered shares of common stock and regulatory approval of the acquisition, the potential impact on the business of TANDBERG due to the uncertainty about the acquisition, the retention of employees of TANDBERG and the ability of Cisco to successfully integrate TANDBERG and to achieve expected benefits, business and economic conditions and growth trends in the networking industry, customer markets and various geographic regions, global economic conditions and uncertainties in the geopolitical environment and other risk factors set forth in Cisco's most recent report on Form 10-K. Any forward-looking statements in this release are based on limited information currently available to Cisco, which is subject to change, and Cisco will not necessarily update the information.
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