SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PROSPECTUS FILED PURSUANT TO RULE 425 UNDER THE SECURITIES ACT
OF 1933 AND DEEMED FILED PURSUANT TO RULE 14D-2 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
October 8, 2002
TELIA AB
(Name of Filer)
SONERA CORPORATION
(Subject Company)
0-30340
(Exchange Act File No. of Subject Company)
THE FOLLOWING IS A PRESS RELEASE ISSUED BY TELIA AB ON OCTOBER 8, 2002.
Press Release
Telia comments on media reports regarding transaction costs and incentive systems
Telia wishes to make the following clarification in light of the information that has been circulating in the media about the transaction costs for the merger between Telia and Sonera and Telias bonus systems.
Transaction costs
The total transaction costs are estimated at SEK 1,200 million (EUR 135
million, p. 99 of the prospectus). Of this amount, an estimated SEK 472 million
(EUR 52 million) is comprised of Finnish transaction tax (p. 99 of the
prospectus). The remaining costs of SEK 728 million consist of costs for banks,
legal services, auditors, prospectus preparation, printing, distribution,
shareholder information and stock exchange fees. Concerning banks, the costs
for Soneras principal advisor, Goldman Sachs, is estimated at EUR 20 million
(SEK 182 million) (p. 74 of the prospectus) and for Telias principal advisor,
Carnegie, at less than SEK 100 million. Other banks involved in the merger
include Lehman Brothers (advisor to Sonera), Merrill Lynch (advisor to Telia
and dealer manager in the United States) and Nordea (offer to Finnish private
individuals). Costs for other banks total less than SEK 200 million, of which
the greatest part concerns remuneration to Lehman Brothers. The remaining
amount shall cover legal fees, auditors, printing, etc. as described above. The
remaining amount also includes a reserve for the transaction tax cost, which is
variable with Telias share price, of approximately SEK 100 million.
Variable remuneration (p. 223 of the prospectus)
Telia has for many years had a payroll system that includes both fixed and
variable remuneration. The variable components are performance-based. There are
both individual plans and a Group-wide plan. The goals for the year in the
individual plans include financial goals as well as, to a lesser extent,
individual performance goals. The goals for the year in the Group-wide plan
include planning and realization of the integration of Telia and Sonera and the
performance levels of Telia ´s businesses. The Group-wide plan affects
approximately 70 managers and key personnel within Telia. The maximum payment
in accordance with the Group-wide plan totals SEK 30 million, which is the same
amount as for the Group-wide plan for 2001. Telias president and CEO
determines the payment based on the Group-wide plan. The development of Telias
business operations is an important factor in this decision. A decision about
any remuneration concerning the president and CEO, who is also affected by the
Group-wide plan, is made by the compensation committee within the Board of
Directors.
Telia is the Nordic leader in telecommunications. Over the past year, we have streamlined the Group, focusing our core businesses making the company more flexible. Our four core businesses are: Mobile communications, Internet services, International carrier operations and Fixed network operations. Telia is listed on Stockholmsbörsen. Sales Jan-Mar 2002 totaled MSEK 13,900 (13,592) and the number of employees was 16,804 (29,936). Sales 2001 totaled MSEK 57,196 and the number of employees was 17,149. |
Forward-Looking Statements
This press release contains forward-looking statements regarding Telias
exchange offer to Soneras shareholders and warrantholders. Statements that are
not strictly historical statements, including statements about Telias and
Soneras beliefs and expectations, constitute forward-looking statements. By
their nature, forward-looking statements are subject to risk and uncertainty
because they relate to events and depend on circumstances that will occur in
the future. Telia and Sonera are under no obligation to, and expressly disclaim
such obligation to, update or alter their forward-looking statements, whether
as a result of new information, future events or otherwise.
Restrictions on Ability of Certain Persons to Participate in the Exchange Offer
Due to restrictions under the securities laws of Australia, the Hong Kong
Special Administrative Region of the Peoples Republic of China, Italy, Japan,
New Zealand and South Africa, the exchange offer will not be extended to
persons with registered addresses in, and who are residents of, any of
Australia, the Hong Kong Special Administrative Region of the Peoples Republic
of China, Italy, Japan, New Zealand or South Africa.
Cautionary Disclaimer/Legend
The combination of Sonera and Telia will be implemented through an exchange
offer being made by Telia to all shareholders of Sonera. The contents of this
document are neither an offer to purchase nor a solicitation of an offer to
sell shares of Telia. Any offer in the United States will only be made through
a prospectus which is part of a registration statement on Form F-4 which Telia
filed with the U.S. Securities and Exchange Commission (the SEC) on October
1, 2002. Sonera shareholders who are U.S. persons or are located in the United
States are urged to carefully review the registration statement on Form F-4,
the prospectus included therein and other documents relating to the offer that
Telia has filed or will file with the SEC because these documents contain
important information relating to the offer. You are also urged to read the
related solicitation/recommendation statement on Schedule 14D-9 that was filed
by Sonera with the SEC on October 1, 2002 regarding the offer. You may obtain a
free copy of these documents at the SECs web site at www.sec.gov. You may
also inspect and copy the registration statement on Form F-4, as well as any
documents incorporated by reference therein, and the Schedule 14D-9 at the
public reference room maintained by the SEC at 450 Fifth Street, NW,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference room. These documents may also be
obtained free of charge by contacting Telia AB, Investor Relations, SE-12386
Farsta, Sweden. Attention: External Communications or Investor Relations (tel:
+46 8 7137143, or Sonera, Teollisuuskatu 15, P.O. Box 106, FIN-00051 SONERA,
Finland. Attention: Investor Relations (tel: +358 20401). YOU SHOULD READ THE
PROSPECTUS AND THE SCHEDULE 14D-9 CAREFULLY BEFORE MAKING A DECISION CONCERNING
THE OFFER.