SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
TO
(Amendment
No. 5)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Invitel
Holdings A/S
(Name of
Subject Company (Issuer))
HUNGARIAN
TELECOM (NETHERLANDS) COOPERATIEF U.A.
HUNGARIAN
TELECOM LP
MID
EUROPA FUND III LP
MID
EUROPA III GP LP
MID
EUROPA III MANAGEMENT LIMITED
MID
EUROPA PARTNERS LLP
CRAIG
BUTCHER
NIKOLAUS
BETHLEN
THIERRY
BAUDON
(Names of
Filing Persons (Offerors))
ORDINARY
SHARES, PAR VALUE €0.01 PER SHARE
(Title of
Class of Securities)
K49769
100
(CUSIP
Number of Class of Securities)
AMERICAN
DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE
(Title of
Class of Securities)
46186X106
(CUSIP
Number of Class of Securities)
Mid
Europa Partners LLP
161
Brompton Road
London
SW3 1EX
United
Kingdom
Telephone:
+44 (0) 20 7886 3600
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of filing persons)
Copies
to:
George
Karafotias
Shearman
& Sterling LLP
Broadgate
West, 9 Appold Street
London
EC2A 2AP, United Kingdom
Telephone:
+44 (0) 20 7655 5000
CALCULATION
OF FILING FEE
*
|
Estimated
for purposes of calculating the amount of the filing fee only. The
calculation assumes the purchase of all outstanding ordinary shares, par
value €0.01 per share (the “Invitel Shares”), and all outstanding American
Depositary Shares, each of which represents one Invitel Share (the
“Invitel ADSs”), of Invitel Holdings A/S, a public limited company
organized under the laws of Denmark (“Invitel”), that are not already
owned by the Offeror (as defined below), at a purchase price of $4.50 per
Invitel Share or Invitel ADS, net to the seller in cash without any
interest thereon and less any applicable withholding taxes. As of December
4, 2009, there were 16,725,733 Invitel Shares, including Invitel Shares
represented by Invitel ADSs, issued and outstanding, of which 12,450,393
Invitel Shares are owned by the Offeror. As a result, this calculation
assumes the purchase of 4,275,340 Invitel Shares and/or Invitel
ADSs.
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**
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The
amount of the filing fee is calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory
No. 5 for fiscal year 2009 issued by the Securities and Exchange
Commission on March 11, 2009. Such fee equals 0.00558% of the
transaction value.
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x
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Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
|
Amount
Previously Paid: $1,073.54
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Filing
Party: Mid Europa III Management Limited, Mid Europa III GP LP,
Mid Europa Fund III LP, Hungarian Telecom LP and Hungarian Telecom
(Netherlands) Cooperatief U.A.
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Form
or Registration No.: Schedule TO-T
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Date
Filed: December 7, 2009
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¨
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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Check
the appropriate boxes to designate any transactions to which the statement
relates:
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x
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third-party
tender offer subject to Rule 14d-1.
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¨
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issuer
tender offer subject to Rule 13e-4.
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x
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going-private
transaction subject to Rule 13e-3.
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¨
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer:
x
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This
Amendment No. 5 amends and supplements the Tender Offer Statement and
Rule 13e-3 Transaction Statement filed under cover of Schedule TO (the
“
Schedule TO
”) filed on
December 7, 2009, by (i) Mid Europa III Management Limited, a limited company
organized under the laws of Guernsey, Channel Islands (“
Management Limited
”), (ii) Mid
Europa III GP LP, a limited partnership organized under the laws of Guernsey,
Channel Islands (“
GP
LP
”), (iii) Mid Europa Fund III LP, a limited partnership organized under
the laws of Guernsey, Channel Islands (the “
Fund
”), (iv) Hungarian Telecom
LP, a limited partnership organized under the laws of Guernsey, Channel Islands
(“
Hungarian Telecom
”)
and (v) Hungarian Telecom (Netherlands) Cooperatief U.A., a cooperative
association organized under the laws of The Netherlands (the “
Offeror
”), as amended on
December 22, 2009, December 31, 2009, January 8, 2010, and January 15, 2010, by
(i) Mid Europa Partners LLP, a limited liability partnership organized under the
laws of England (the “
Sponsor
”), (ii) Mr. Craig
Butcher, a natural person and the Senior Partner of the Sponsor, (iii) Mr.
Nikolaus Bethlen, a natural person and an Associate Director of the Sponsor,
(iv) Mr. Thierry Baudon, a natural person and the Managing Partner of the
Sponsor, (v) Management Limited, (vi) GP LP, (vii) the Fund and (viii) Hungarian
Telecom (collectively, the “
Mid
Europa Entities
”) and (ix) the Offeror.
This
Amendment No. 5 is filed by the Mid Europa Entities and the
Offeror. The Offeror and the Mid Europa Entities are directly or
indirectly advised by the Sponsor. Management Limited is the sole
general partner of GP LP and Hungarian Telecom. GP LP is the sole
general partner of the Fund. Hungarian Telecom is a wholly owned subsidiary of
the Fund. The Offeror is a wholly owned subsidiary of Hungarian
Telecom.
The
Schedule TO relates to the Offeror’s offer to purchase (the “
Offer
”) any and all of the
outstanding ordinary shares, par value €0.01 per share (the “
Invitel Shares
”), and any and
all of the American Depositary Shares, each of which represents one Invitel
Share (the “
Invitel
ADSs
”), of Invitel Holdings A/S, a public limited company organized under
the laws of Denmark (“
Invitel
”), that are not
already owned by the Offeror, at a purchase price of $4.50 per Invitel Share or
Invitel ADS, net to the seller in cash, without interest and less any applicable
withholding of taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated December 7, 2009 (the “
Offer to Purchase
”), a copy of
which is attached to the Schedule TO as Exhibit (a)(1)(i), and the related
Letter of Transmittal (the “
Letter of Transmittal
”), a
copy of which is attached to the Schedule TO as Exhibit (a)(1)(ii).
The
following amendment to the Items of the Schedule TO is hereby made.
Items 1
through 9, 11 and 13.
At 12:00
midnight, New York City time, on Friday, January 22, 2010, the Offer
expired. Based on the report of the settlement agent for the Offer,
the Offeror acquired approximately 2,900,489 Invitel Shares (including Invitel
Shares represented by Invitel ADSs). The tendered Invitel Shares
(including Invitel Shares represented by Invitel ADSs) combined with the Invitel
Shares already owned by the Offeror represent approximately 91.8% of the
outstanding Invitel Shares (including Invitel Shares represented by Invitel
ADSs). All Invitel Shares and Invitel ADSs validly tendered prior to
the expiration of the Offer have been accepted for payment.
The
Offeror intends to acquire the remaining Invitel Shares not owned by the Offeror
in a subsequent compulsory acquisition procedure under Danish law at the same
per share cash price offered and paid in the Offer.
The full
text of the press release announcing completion of the Offer is attached as
Exhibit (a)(1)(x) hereto and incorporated herein by reference.
Item 12.
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Exhibits.
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(a)(1)(i)*
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Offer
to Purchase, dated December 7, 2009.
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(a)(1)(ii)*
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Letter
of Transmittal.
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(a)(1)(iii)*
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Notice
of Guaranteed Delivery.
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(a)(1)(iv)*
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Letter
to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
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(a)(1)(v)*
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Letter
to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
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(a)(1)(vi)*
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Form
of Acceptance for Invitel Shares.
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(a)(1)(vii)
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Press
release issued by Mid Europa Partners Limited on December 7, 2009
(incorporated by reference to Exhibit H to the Schedule 13D amendment
filed by the Offeror and the Mid Europa Entities on December 7,
2009).
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(a)(1)(viii)*
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Press
release issued by Mid Europa Partners on January 8,
2010.
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(a)(1)(ix)*
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Letter
to Invitel shareholders, dated January 15, 2010.
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(a)(1)(x)
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Press
release issued by Mid Europa Partners on January 25,
2010.
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(b)
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Not
applicable.
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(d)(1)
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Letter
Agreement, dated October 30, 2009, among Hungarian Telecom (Netherlands)
Cooperatief U.A., Martin Lea and Vision 10 Limited (incorporated by
reference to Exhibit E to the Schedule 13D filed by the Offeror and the
Mid Europa Entities on November 12, 2009).
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(d)(2)
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Letter
Agreement, dated October 30, 2009, among Hungarian Telecom (Netherlands)
Cooperatief U.A., Robert Bowker and Rob Investments Limited (incorporated
by reference to Exhibit F to the Schedule 13D filed by the Offeror and the
Mid Europa Entities on November 12, 2009).
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(d)(3)
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Letter
Agreement, dated November 27, 2009, between Straumur-Burdaras Investment
Bank hf. and Hungarian Telecom (Netherlands) Cooperatief U.A.
(incorporated by reference to Exhibit G to the Schedule 13D amendment
filed by the Offeror and the Mid Europa Entities on November 27,
2009).
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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*
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Previously
filed with the Schedule TO
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SIGNATURES
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
Dated: January
25, 2010
/s/
Craig Butcher
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Craig
Butcher
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/s/
Nikolaus Bethlen
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Nikolaus
Bethlen
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/s/
Thierry Baudon
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Thierry
Baudon
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MID
EUROPA PARTNERS LLP
/s/
Craig Butcher
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Signature
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Craig
Butcher, Senior Partner
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Name/Title
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MID
EUROPA III MANAGEMENT LIMITED
/s/
Marcus Leese
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Signature
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Marcus Leese,
Director
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Name/Title
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MID EUROPA III GP LP
acting by
its general partner
MID
EUROPA III MANAGEMENT LIMITED
/s/
Marcus Leese
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Signature
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Marcus Leese,
Director
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Name/Title
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MID EUROPA FUND III LP
acting
by its general partner
MID
EUROPA III GP LP itself acting by its general partner
MID
EUROPA III MANAGEMENT LIMITED
/s/
Marcus Leese
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Signature
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Marcus Leese,
Director
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Name/Title
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HUNGARIAN TELECOM LP
acting by
its general partner
MID
EUROPA III MANAGEMENT LIMITED
/s/
Marcus Leese
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Signature
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Marcus Leese,
Director
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Name/Title
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HUNGARIAN
TELECOM (NETHERLANDS) COOPERATIEF U.A.
acting by
its Managing Director, TRUST INTERNATIONAL MANAGEMENT (T.I.M.) B.V.
/s/ Huug
Braamskamp
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/s/ Carolyn
Seeger
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Signature
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Signature
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Huug Braamskamp,
Attorney in Fact
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Carolyn Seeger,
Attorney in Fact
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Name/Title
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Name/Title
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and by
its Managing Director, EUROPE MANAGEMENT COMPANY B.V.
/s/ Huug
Braamskamp
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/s/ Carolyn
Seeger
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Signature
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Signature
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Huug Braamskamp,
Attorney in Fact
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Carolyn Seeger,
Attorney in Fact
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Name/Title
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Name/Title
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EXHIBIT
INDEX
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(a)(1)(i)*
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Offer
to Purchase, dated December 7, 2009.
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(a)(1)(ii)*
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Letter
of Transmittal.
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(a)(1)(iii)*
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Notice
of Guaranteed Delivery.
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(a)(1)(iv)*
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Letter
to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
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(a)(1)(v)*
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Letter
to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
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(a)(1)(vi)*
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Form
of Acceptance for Invitel Shares.
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(a)(1)(vii)
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Press
release issued by Mid Europa Partners Limited on December 7, 2009
(incorporated by reference to Exhibit H to the Schedule 13D amendment
filed by the Offeror and the Mid Europa Entities on December 7,
2009).
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(a)(1)(viii)*
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Press
release issued by Mid Europa Partners on January 8,
2010.
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(a)(1)(ix)*
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Letter
to Invitel shareholders, dated January 15, 2010.
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(a)(1)(x)
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Press
release issued by Mid Europa Partners on January 25,
2010.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)(1)
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Letter
Agreement, dated October 30, 2009, among Hungarian Telecom (Netherlands)
Cooperatief U.A., Martin Lea and Vision 10 Limited (incorporated by
reference to Exhibit E to the Schedule 13D filed by the Offeror and the
Mid Europa Entities on November 12, 2009).
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(d)(2)
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Letter
Agreement, dated October 30, 2009, among Hungarian Telecom (Netherlands)
Cooperatief U.A., Robert Bowker and Rob Investments Limited (incorporated
by reference to Exhibit F to the Schedule 13D filed by the Offeror and the
Mid Europa Entities on November 12, 2009).
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(d)(3)
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Letter
Agreement, dated November 27, 2009, between Straumur-Burdaras Investment
Bank hf. and Hungarian Telecom (Netherlands) Cooperatief U.A.
(incorporated by reference to Exhibit G to the Schedule 13D amendment
filed by the Offeror and the Mid Europa Entities on November 27,
2009).
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(f)*
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Relevant
Provisions of the Danish Public Companies Act (included as Schedule C to
the Offer to Purchase filed as Exhibit (a)(1)(i)).
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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*
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Previously
filed with the Schedule TO
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