Bulgaria’s no. 1 mobile operator MobilTel EAD changes ownership for € 1.2 billion in largest ever Central and Eastern European buy-out.

Consortium of existing and new shareholders successfully secured € 650 million of acquisition financing.

SOFIA, 26 May 2004 - A consortium comprising some of the existing Austrian shareholders of Mobiltel Holding GmbH and seven private equity investors, yesterday signed definitive documentation regarding the acquisition of Bulgarian mobile operator MobilTel EAD for the total consideration of €1.2 billion in cash. The new investors are being led by ABN AMRO Capital, Citigroup Investments Inc. and Communications Venture Partners Limited. The consortium also comprises Sandler Capital Management, Innova Capital, Global Finance and 3TS Venture Partners.

The offer was placed through BidCo AD, the Bulgarian bidding vehicle of the consortium and is financed through € 450 million in contributed equity, € 650 million in acquisition debt and MobilTel�'s estimated net cash balance of € 100 million at closing. The consortium secured a € 450 million five-year syndicated loan facility and a € 200 million 365-day term facility for the acquisition. The credit facilities have been lead-arranged jointly by ABN AMRO Bank N.V., Citibank N.A. and ING Bank N.V. and represent Bulgaria�'s largest syndicated corporate euro loan. The facility was well received in the market, with demand generated during syndication in excess of € 600 million. The 365-day term facility will be refinanced later this year through a Eurobond marking Bulgaria�'s inaugural corporate bond issue.

The acquisition represents the largest ever leveraged-buy-out ("LBO") in Central and Eastern Europe and the largest ever Bulgarian bank market financing. "This is a landmark transaction in many ways. The combination of the ongoing commitment of existing shareholders, the new investment of leading private equity funds and the ability of the Company to attract substantial funding from leading multinational banks is testimony not only to the quality of MobilTel and its future prospects but also to the maturing of the Bulgarian economy" said Chairman of MobilTel EAD Herbert Cordt on behalf of the consortium.

"We are extremely pleased with Bulgaria�'s ability to attract first class international capital in one of the technologically most advanced industry sectors of our country. This has been facilitated by the continuing economic progress and political stability of Bulgaria", said Milen Veltchev, Minister of Finance of the Republic of Bulgaria. MobilTel is the largest mobile operator in Bulgaria and the market leader. The company owns a fully rolled-out GSM network and offers extensive wireless services to more than 2.7 million customers. For the year 2003, MobilTel reported revenues of € 432 million and an EBITDA of € 272 million, with a market penetration of 44%.

Citigroup is acting as exclusive financial advisor to Mobiltel Holding GmbH.

Wilhelm Schulz Citigroup

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Max Hohenberg


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Michael Fink

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