Matterhorn Mobile S.A. and Matterhorn Mobile Holdings S.A. announced today that they intend to launch offerings of senior secured notes and senior notes, respectively. The proceeds from the offering will be used to fund part of the consideration payable for the capital stock of Orange Communication SA (the “Company”) under the share purchase agreement dated December 23, 2011, as amended from time to time, by and among Matterhorn Mobile S.A. (an affiliate of Apax Partners LLP), Atlas Services Belgium and France Telecom S.A.
The notes will be offered in a private placement to qualified institutional buyers pursuant to Rule 144A and non-U.S. persons pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to market and other conditions. No assurance can be given that the offering will be completed or, if completed, as to the terms on which it is completed. The notes to be offered have not been registered under the Securities Act or securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2010/73/EU of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the “Prospectus Directive”). The offer and sale of the notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
The Company is one of the leading nationwide mobile network operators in Switzerland focused primarily on offering mobile voice, non-voice and mobile broadband products and services to residential and business customers. The Company’s headquarters are located in Renens (VD), Switzerland.
Statements in this release which are not historical facts are forward-looking statements. All forward-looking statements involve risks and uncertainties which could affect the Company’s actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Company.