Proposed sale of Nextel Brazil stake, de-merger of ice group international assets and improved company structure
31 May 2018 - ice group has accepted an offer to sell its 30 percent ownership share in Nextel Holdings S.à r.l. ("Nextel Holdings") for USD70 million. Furthermore, the group plans to de-merge its international businesses to facilitate a more focused approach to its future operations. Post de-merger, ice group proposes for all AINMT Holdings AB shareholders to convert their shares to the N:OTC-listed ice group AS vehicle, which post restructuring is set to own 100% of the Scandinavian businesses.
Nextel Holdings disposal
ice group has received an offer to sell its shareholding in Nextel Holdings to AI Media Holdings (NMT) LLC ("Access Industries") for a cash consideration of USD70 million. Subject to certain conditions, an additional USD5 million may be payable in cash.
UBS is acting as exclusive financial adviser to AINMT Holdings AB and provided an opinion as to the fairness, from a financial point of view, of the financial terms of the transaction to the Board of Directors of AINMT Holdings AB.
The proposal is conditional on:
- ice group AS shareholders voting in favour of the transaction. Rasmussengruppen AS and some key ice group management shareholders have already voted in favour of the transaction.
- There being no material breach of pre-closing covenants or warranties as repeated on closing (as given by ice group to Access Industries in the definitive transaction documents)
- Such other mandatory or other approvals (for instance regulatory consents) as ice group and Access Industries agree.
De-merger of remaining international companies
In addition to the proposed sale of its interests in Nextel Holdings, ice group proposes to de-merge its international businesses currently consisting of holdings in Indonesia, the Philippines and Brazil (dormant) from the group. As a result, the future ice group AS will consist of its operations in Norway, Sweden and Denmark.
Should the de-merger be approved, current shareholders of ice group AS will receive one share in the de-merged entity for every share they hold in ice group AS. The de-merged entity will be listed on the N:OTC market.
Improved structure: N:OTC-listed ice group AS to own 100% of Scandinavian company
Furthermore, it is proposed that ice group’s structure is changed so that ice group AS (the N:OTC-listed entity) becomes the 100% parent of the group. Current shareholders in AINMT Holdings AB will be able to swap their shares for shares in ice group AS, resulting in a single holding company for the ice group of companies. Current shareholders of AINMT Holdings AB include Access Industries and employees participating, or who have participated, in the company’s option programme.
“Consolidating all shareholders in ice group AS, which in turn will own 100% of AINMT Holdings AB, will result in an improved ownership structure and more focused strategy,” said JD Fouchard ice group CEO.
All resolutions are subject to ice group AS shareholder approval at an extraordinary general meeting to be held on or about 15 June 2018. Further details related to the proposed de-merger and other matters will be shared in the forthcoming notice to the extraordinary general meeting in ice group AS.
Please see attached charts detailing ice group organizational structure pre and post transaction.
For further information, please contact:
Investors: Johan Michelsen, Deputy CEO, ice group, tel: +47 410 87 000
Media: Endre Aaberg Johansen, Corporate Communications AS, tel: +47 41 61 06 05, email: email@example.com
UBS Limited (“UBS”) is acting exclusively as financial adviser to AINMT Holdings AB and no one else in connection with the sale of Ice Group Brazil Holdings BV to Access Industries Media Holdings LLC and UBS will not be responsible to anyone other than AINMT Holdings AB for providing the protections offered to clients of UBS nor for providing advice in relation to the subject matter of this announcement or any transaction, arrangement or other matter referred to herein. UBS also provided an opinion as to the fairness, from a financial point of view, of the financial terms of the transaction to the Board of Directors of AINMT Holdings AB. UBS is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom