NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON
Ericsson today launched a tender offer (the Offers) to holders of its EUR 600 m. 5.00 percent Notes due 2013 (ISIN: XS0435008726) and its EUR 375 m. Floating Rate Notes due 2014 (ISIN: XS0307504034) (together the Notes). The Offers were announced via the Regulatory News Service of the London Stock Exchange and the intention is to repurchase up to EUR 500 m. in aggregate nominal amount of the Notes as detailed in a tender offer memorandum dated 7 June 2012.
The purchase price for the 2013 Notes will be calculated by reference to a purchase yield equal to an interpolated mid swap rate minus 20 basis points and the purchase price for the 2014 Notes will be equal to 100.615 percent of the nominal amount of such Notes. The Offers are due to expire at 12.00 CET on 15 June 2012. The pricing of the Offer in respect of the 2013 Notes will be determined on 15 June 2012 at or around 14.00 CET and the settlement date is expected to be 20 June 2012.
The reason for the purchase of the Notes is to reduce gross debt and improve Ericsson’s net interest income.
Crédit Agricole CIB and Nordea Markets are acting as Dealer Managers for the Offers.
Lucid Issuer Services Limited is acting as Tender Agent for the Offers.
DISCLAIMER This announcement does not form part of any marketing or offer materials relating to the Offers and is for information purposes only. None of Ericsson, the Dealer Managers or the Tender Agent makes any recommendation as to whether Noteholders should tender Notes pursuant to the Offers.
FOR FURTHER INFORMATION, PLEASE CONTACT
Ericsson Corporate Public & Media Relations
Phone: +46 10 719 69 92
Ericsson Investor Relations
Phone: +46 10 719 00 00
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of Ericsson, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. This announcement does not constitute an offer to buy or a solicitation of an offer to sell the Notes.
United States. The Offers are not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of any documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of Notes participating in an Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and is not a U.S. Person. For the purposes of this paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Italy. None of the Offers, or any document or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can only tender Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
United Kingdom. The communication of any documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons falling within Article 43 of the Financial Promotion Order, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France. The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). No document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers. No document relating to the Offers has been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.