Tandberg's Board of Directors wrote today that Ericsson's offer represents a compelling opportunity for the shareholders of Tandberg Television and a superior offer compared to the offer from ARRIS. The Directors unanimously recommended the shareholders of Tandberg Television accept Ericsson's offer.
Tandberg Television has notified ARRIS that it has withdrawn its recommendation that Tandberg Television shareholders accept the offer from ARRIS and terminated the Transaction Agreement with ARRIS. As a result, Tandberg Television is obliged to pay a termination fee to ARRIS of USD 18 million within one business day after the change of recommendation.
Ericsson's offer is NOK 106 in cash for each Tandberg Television share. This price represents a premium of approximately 10% over the ARRIS offer price of NOK 96 for each Tandberg Television share, which consists of at least NOK 80 in cash and up to NOK 16 in new shares of ARRIS common stock.
Tandberg's directory also said Ericsson's offer does not subject Tandberg Television shareholders to the risks or potential benefits of changes in ARRIS' share price after completion of the transaction.
Ericsson's offer price of NOK 106 reflects a 63% premium over the average closing price for Tandberg Television's shares during the 90 trading days preceding 15 January 2007 (the announcement date of ARRIS' offer), a 48% premium over the average closing price for Tandberg Television's shares during the 60 trading days preceding 15 January 2007 and a 39% premium over the average closing price for Tandberg Television's shares during the 30 trading days preceding 15 January 2007.
The average closing price of Tandberg Television's shares from 26 February 2007 through 6 March 2007 has been NOK 109.71, equal to 3.5% above the offer price from Ericsson. The closing share price of Tandberg Television as of 6 March 2007 was NOK 110.00 per share. To the extent that the Tandberg Television share price remains at a premium to Ericsson's offer price, it could be possible to sell shares in the market at a price which is higher than the price that is offered by Ericsson.