Following COSMOTE's announcement of 9.5.2006, regarding the agreement to acquire a strategic stake in Germanos S.A., COSMOTE - MOBILE TELECOMMUNICATIONS S.A. informs the investment public as follows:
The acquisition of 42% of the outstanding shares of Germanos S.A. from Mr. Panos Germanos, major shareholder and founder of Germanos S.A.and other shareholders, that was announced on 9.5.2006 is expected to be completed by the end of August 2006, subject to receipt by then of the necessary approvals by all relevant domestic and foreign authorities. COSMOTE will execute the acquisition through a Special Purpose Vehicle, which will subsequently launch the public tender offer for the remaining shares of Germanos S.A., as was described in the 9.5.2006 COSMOTE announcement. Based on the above the public tender offer is expected to be completed around the end of September 2006. Apart from the above agreement, COSMOTE has already acquired on 9/5/2006, on the Athens Stock Exchange, shares equal to 7.97% of Germanos S.A.'s share capital, for Euro19 per share.
COSMOTE and Mr. P.Germanos have agreed that the total firm value of the assets that will not be core to the Company's future, amounts to 158,1 million Euro. The transfer of these assets to Mr. P. Germanos or to a company controlled by him is expected to be effected at the time of the completion of the acquisition of the 42%, should the necessary approvals by the relevant corporate bodies of Germanos S.A. have been given.
Following the public tender offer Mr. P.Germanos will reinvest in Germanos S.A. for a 3 to 5 year period through the acquisition from COSMOTE of 10% of the shares of the Special Purpose Vehicle that will own the shares of Germanos S.A. and through a loan to be granted to the Special Purpose Vehicle by a company fully controlled by Mr. Panos Germanos. Mr Panos Germanos' total reinvestment will amount to c. 145 million Euro.
As stated in COSMOTE's 9.5.2006 announcement, the full gross equity value of the transaction will reach up to 1.58 billion Euro, while the net cost, following the disposals and the reinvestment of Mr Panos Germanos, will be approximately 1.3 billion Euro.
J.P. Morgan Plc has acted as financial advisor to COSMOTE on this transaction and has provided COSMOTE'S Board of Directors with a fairness opinion regarding the fairness, from a financial point of view, to the Company, of the transaction as a whole.