INTENDED MERGER KPN TELECOMMERCE B.V., SNT GROUP N.V., EN KONINKLIJKE KPN N.V.
This is a joint press release of Koninklijke KPN N.V. en SNT Group N.V.
The Hague/Zoetermeer- Koninklijke KPN N.V. ("KPN") en SNT Group N.V. ("SNT") jointly announce that KPN Telecommerce B.V. ("KPN Telecommerce"), a 100% subsidiary of KPN, SNT and KPN (the "Merging Parties") intend to effectuate a triangular merger within the meaning of article 2:334 of the Dutch Civil Code (the "Merger"). In connection herewith the Merging Parties made a merger proposal dated January 10, 2005 (the "Merger Proposal") that has been deposited at the offices of the Commercial Register of Haaglanden (Kamer van Koophandel en Fabrieken voor Haaglanden). The Merger Proposal is available to shareholders free of charge at the offices of the Merging Parties at the telephone numbers stated in this press release.
Results of the Merger; De-listing SNT
KPN Telecommerce will acquire the assets and liabilities of SNT under universal succession of title. KPN (as holder of all the share capital of KPN Telecommerce) shall distribute shares by operation of law ('toekennen') in its share capital to shareholders of SNT ("SNT Shareholders") (other than KPN Telecommerce) in accordance with the share exchange ratio as proposed in the Merger Proposal. The number of shares that will be distributed by KPN is approximately 2.8 million.
SNT will cease to exist after the effectuation of the Merger, as a result of which the listing of SNT shares will be ended. In this respect KPN has consulted Euronext Amsterdam N.V.
Extraordinary general meeting of SNT
SNT's managing board will convene a general meeting in order to resolve to the Merger in accordance with the Merger Proposal. The general meeting is expected to take place in February 2005. After the general meeting has resolved to the Merger, the Merger will be effectuated. This effectuation shall not take place before the statutory period for objection has expired and the expiry of 20 stock exchange days after the publication of the resolution to end the listing of SNT shares.
This press release appears in Dutch also. In the event of any inconsistency, the Dutch version will prevail over the English version.
Note to editors (not for publication):
For more information contact KPN Press Office at +31 70 4466300, or contact SNT, Monique Bulthuis, during office hours on +31 79 368 51 94, outside office hours on +31 6 20423300 or fax +31 79 368 51 94. E-mail mbulthuis@nl.snt.com. Our address is: Koraalrood 70, 2718 SC Zoetermeer, Postbus 182, 2700 AD Zoetermeer.
Note to investors and analysts (not for publication):
For more information contact KPN Investor Relations at +31 70 4460986.
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Press release (PDF)