TDC accepts €5.4bn takeover, drops MTG plan

TDC’s board has recommended shareholders accept a €5.4 billion takeover offer from a consortium of bidders, in a move that lays to rest plans to buy MTG’s Nordic broadcasting and entertainment business.

TDC received an offer from Macquarie Infrastructure and Real Assets and three pension funds – PFA, PKA and ATP – to buy the entire share capital of TDC for an all-cash consideration of DKK 50.25 per share (€6.74).

The deal values the company at roughly DKK 40 billion (€5.4 billion) and represents a premium of 25.6% on TDC’s share price as of January 31, prior to announcement of the combination of the company with MTG’s Nordic Entertainment and Studios assets.

TDC said the offer is an “attractive valuation of the company” corresponding to a eight-times multiple of 2017 EBITDA and 17.6-times operating free cash flow. The offer was also subject to the previously-announced deal between TDC and MTG not proceeding.

“After careful review of our options, the board of directors of TDC believes that the consortium’s offer represents both the most compelling value and the highest transaction certainty benefiting the TDC shareholders. As a result, we have decided to recommend that the shareholders of TDC accept the offer,” said Pierre Danon, chairman of TDC.

In a statement the company said that the TDC’s board of directors and executive management remained convinced in the strategic merits in the previously announced combination of the company with MTG’s Nordic Entertainment and Studio businesses.

However, it said the board had concluded that the takeover offer provides TDC’s shareholders with a “highly attractive, immediate and secure value” and was therefore its fiduciary duty to recommend the deal to shareholders.

TDC said earlier yesterday that the board would drop its MTG plans, which were announced on February 1, if an offer for all shares of TDC was made.

The Macquarie group bid represents improved terms from a previous non-binding proposal made by the same buyers last week. TDC’s shareprice dropped by 7.1% over the period January 31 to February 9 after the TDC-MTG deal was announced..

MTG and TDC had planned to establish a fully converged provider of media and communications services with a footprint extending across Norway, Denmark, Sweden and Finland.