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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Invitel Holdings A/S | AMEX:IHO | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$19,239,030
|
$1,073.54
|
*
|
Estimated
for purposes of calculating the amount of the filing fee only. The
calculation assumes the purchase of all outstanding ordinary shares, par
value €0.01 per share (the “Invitel Shares”), and all outstanding American
Depositary Shares, each of which represents one Invitel Share (the
“Invitel ADSs”), of Invitel Holdings A/S, a public limited company
organized under the laws of Denmark (“Invitel”), that are not already
owned by the Offeror (as defined below), at a purchase price of $4.50 per
Invitel Share or Invitel ADS, net to the seller in cash without any
interest thereon and less any applicable withholding taxes. As of December
4, 2009, there were 16,725,733 Invitel Shares, including Invitel Shares
represented by Invitel ADSs, issued and outstanding, of which 12,450,393
Invitel Shares are owned by the Offeror. As a result, this calculation
assumes the purchase of 4,275,340 Invitel Shares and/or Invitel
ADSs.
|
**
|
The
amount of the filing fee is calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory
No. 5 for fiscal year 2009 issued by the Securities and Exchange
Commission on March 11, 2009. Such fee equals 0.00558% of the
transaction value.
|
x
|
Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
|
Amount
Previously Paid: $1,073.54
|
Filing
Party: Mid Europa III Management Limited, Mid Europa III GP LP,
Mid Europa Fund III LP, Hungarian Telecom LP and Hungarian Telecom
(Netherlands) Cooperatief U.A.
|
Form
or Registration No.: Schedule TO-T
|
Date
Filed: December 7, 2009
|
¨
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
|
|
Check
the appropriate boxes to designate any transactions to which the statement
relates:
|
||
x
|
third-party
tender offer subject to Rule 14d-1.
|
|
¨
|
issuer
tender offer subject to Rule 13e-4.
|
|
x
|
going-private
transaction subject to Rule 13e-3.
|
|
¨
|
amendment
to Schedule 13D under Rule 13d-2.
|
|
Check
the following box if the filing is a final amendment reporting the results
of the tender offer:
x
|
Item 12.
|
Exhibits.
|
(a)(1)(i)*
|
Offer
to Purchase, dated December 7, 2009.
|
(a)(1)(ii)*
|
Letter
of Transmittal.
|
(a)(1)(iii)*
|
Notice
of Guaranteed Delivery.
|
(a)(1)(iv)*
|
Letter
to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
|
(a)(1)(v)*
|
Letter
to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
|
(a)(1)(vi)*
|
Form
of Acceptance for Invitel Shares.
|
(a)(1)(vii)
|
Press
release issued by Mid Europa Partners Limited on December 7, 2009
(incorporated by reference to Exhibit H to the Schedule 13D amendment
filed by the Offeror and the Mid Europa Entities on December 7,
2009).
|
(a)(1)(viii)*
|
Press
release issued by Mid Europa Partners on January 8,
2010.
|
(a)(1)(ix)*
|
Letter
to Invitel shareholders, dated January 15, 2010.
|
(a)(1)(x)
|
Press
release issued by Mid Europa Partners on January 25,
2010.
|
(b)
|
Not
applicable.
|
(d)(1)
|
Letter
Agreement, dated October 30, 2009, among Hungarian Telecom (Netherlands)
Cooperatief U.A., Martin Lea and Vision 10 Limited (incorporated by
reference to Exhibit E to the Schedule 13D filed by the Offeror and the
Mid Europa Entities on November 12, 2009).
|
(d)(2)
|
Letter
Agreement, dated October 30, 2009, among Hungarian Telecom (Netherlands)
Cooperatief U.A., Robert Bowker and Rob Investments Limited (incorporated
by reference to Exhibit F to the Schedule 13D filed by the Offeror and the
Mid Europa Entities on November 12, 2009).
|
(d)(3)
|
Letter
Agreement, dated November 27, 2009, between Straumur-Burdaras Investment
Bank hf. and Hungarian Telecom (Netherlands) Cooperatief U.A.
(incorporated by reference to Exhibit G to the Schedule 13D amendment
filed by the Offeror and the Mid Europa Entities on November 27,
2009).
|
(g)
|
Not
applicable.
|
(h)
|
Not
applicable.
|
*
|
Previously
filed with the Schedule TO
|
/s/
Craig Butcher
|
|
Craig Butcher |
/s/
Nikolaus Bethlen
|
|
Nikolaus Bethlen |
/s/
Thierry Baudon
|
|
Thierry Baudon |
/s/
Craig Butcher
|
|
Signature |
Craig
Butcher, Senior Partner
|
|
Name/Title |
/s/
Marcus Leese
|
|
Signature |
Marcus Leese,
Director
|
|
Name/Title |
/s/
Marcus Leese
|
|
Signature |
Marcus Leese,
Director
|
|
Name/Title |
/s/
Marcus Leese
|
|
Signature |
Marcus Leese,
Director
|
|
Name/Title |
/s/
Marcus Leese
|
|
Signature |
Marcus Leese,
Director
|
|
Name/Title |
/s/ Huug Braamskamp | /s/ Carolyn Seeger | |
Signature | Signature |
Huug Braamskamp, Attorney in Fact | Carolyn Seeger, Attorney in Fact | |
Name/Title | Name/Title |
/s/ Huug Braamskamp | /s/ Carolyn Seeger | |
Signature | Signature |
Huug Braamskamp, Attorney in Fact | Carolyn Seeger, Attorney in Fact | |
Name/Title | Name/Title |
Exhibit
No.
|
Description
|
|
(a)(1)(i)*
|
Offer
to Purchase, dated December 7, 2009.
|
|
(a)(1)(ii)*
|
Letter
of Transmittal.
|
|
(a)(1)(iii)*
|
Notice
of Guaranteed Delivery.
|
|
(a)(1)(iv)*
|
Letter
to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
|
|
(a)(1)(v)*
|
Letter
to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
|
|
(a)(1)(vi)*
|
Form
of Acceptance for Invitel Shares.
|
|
(a)(1)(vii)
|
Press
release issued by Mid Europa Partners Limited on December 7, 2009
(incorporated by reference to Exhibit H to the Schedule 13D amendment
filed by the Offeror and the Mid Europa Entities on December 7,
2009).
|
|
(a)(1)(viii)*
|
Press
release issued by Mid Europa Partners on January 8,
2010.
|
|
(a)(1)(ix)*
|
Letter
to Invitel shareholders, dated January 15, 2010.
|
|
(a)(1)(x)
|
Press
release issued by Mid Europa Partners on January 25,
2010.
|
|
(b)
|
Not
applicable.
|
|
(c)
|
Not
applicable.
|
|
(d)(1)
|
Letter
Agreement, dated October 30, 2009, among Hungarian Telecom (Netherlands)
Cooperatief U.A., Martin Lea and Vision 10 Limited (incorporated by
reference to Exhibit E to the Schedule 13D filed by the Offeror and the
Mid Europa Entities on November 12, 2009).
|
|
(d)(2)
|
Letter
Agreement, dated October 30, 2009, among Hungarian Telecom (Netherlands)
Cooperatief U.A., Robert Bowker and Rob Investments Limited (incorporated
by reference to Exhibit F to the Schedule 13D filed by the Offeror and the
Mid Europa Entities on November 12, 2009).
|
|
(d)(3)
|
Letter
Agreement, dated November 27, 2009, between Straumur-Burdaras Investment
Bank hf. and Hungarian Telecom (Netherlands) Cooperatief U.A.
(incorporated by reference to Exhibit G to the Schedule 13D amendment
filed by the Offeror and the Mid Europa Entities on November 27,
2009).
|
|
(f)*
|
Relevant
Provisions of the Danish Public Companies Act (included as Schedule C to
the Offer to Purchase filed as Exhibit (a)(1)(i)).
|
|
(g)
|
Not
applicable.
|
|
(h)
|
Not
applicable.
|
*
|
Previously
filed with the Schedule TO
|
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