Bahnhof has entered into an agreement with K.N. Telecom (KNT) to transfer its Norwegian subsidiary to KNT, which is controlled by Bahnhof’s founders, Jon Karlung and Andreas Norman. The transfer is conditional on Telenor’s acquisition of shares in Bahnhof being completed and is to take place at the same time. The price previously announced by Telenor for its mandatory offer remains SEK 62 per share.
The background is that the Norwegian Competition Authority (Konkurransetilsynet) has informed Telenor that it is considering whether to require Telenor to notify its acquisition of Bahnhof. A review could delay or prevent the transaction. If completed, Telenor’s acquisition will trigger an obligation to make a mandatory offer to Bahnhof’s other shareholders.
The consideration for the Norwegian operations, NOK 35 million, is based on an independent valuation by PwC and represents the top end of the valuation range. It is less than 1 per cent of Bahnhof’s market capitalisation. The transaction is conditional on Telenor making the mandatory offer. If KNT sells a majority of the operations on within 24 months, any excess amount, after deduction of capital contributions, will be payable to Bahnhof. The Swedish Securities Council has concluded that, in this specific case, Bahnhof’s Board may approve the transfer. The Council considers that the transfer should be conditional on the mandatory offer being made. aktiemarknadsnamnden.se