ClearWave Offers to Purchase 186,560 of its Class A Subordinate Voting Shares.Business Editors AMSTERDAM, The Netherlands--(BUSINESS WIRE)--May 19, 2004 ClearWave N.V. (or "ClearWave") (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :TIWI TIWI Telesystem International Wireless Incorporated (Montreal, Quebec, Canada) ) (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :TIW Tiw (tē`  ), Norse Tyr (tür), ancient Germanic god. )
announces that it will launch on May 25, 2004 an offer to all beneficial
holders of its outstanding 186,560 Class A subordinate voting shares Voting SharesShares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. (the "ClearWave Shares") held by Canadian Depository for Securities The Canadian Depository for Securities Ltd. (CDS Limited) is the holding company for three operating subsidiaries: CDS Clearing and Depository Services Inc. CDS INC. CDS Innovations Inc. CDS Clearing and Depository Services Inc. Limited to purchase the ClearWave Shares they hold for CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network. $ 16.64 in cash per share, subject to certain terms and conditions (the "Offer"). The Offer is subject to the approval by a majority of the votes cast by shareholders of ClearWave at the shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. to be held on June 28, 2004. Telesystem International Wireless Inc. ("TIW"), which holds directly and indirectly 99.9% of the voting equity in ClearWave, has agreed to vote in favor of the Offer. The Offer will expire at 5:00 p.m., Montreal time, on June 30, 2004, unless extended by ClearWave. ClearWave will take-up and pay for the ClearWave Shares duly tendered within three business days after the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. , through the facilities of Computershare Trust Company of Canada, acting as depositary under the Offer. If all 186,560 ClearWave Shares are tendered and purchased under the Offer, ClearWave will become a private company 100% held by the TIW group of companies. If less than 186,560 ClearWave Shares are tendered and purchased under the Offer, it is expected that the remaining outstanding shares will be purchased, over the next year, by TIW pursuant to Dutch statutory share acquisition procedures. ClearWave has filed with the United States Securities and Exchange Commission a notice that terminates its obligations to file reports under Section 15(d) of the Securities Exchange Act of 1934. ClearWave has also been exempted by Canadian securities regulators from the requirement to file annual information forms. The purchase price for the ClearWave Shares was determined based on the market price of TIW's common shares on May 18, 2004 using the same exchange ratio of one ClearWave Share per 1.362 TIW shares as for the transactions whereby TIW acquired approximately 12 million ClearWave shares from institutional investors in October 2003 and March 2004. Forward-looking Statements This news release contains certain forward-looking statements concerning our future operations, economic performances, financial conditions and financing plans. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks, uncertainties and assumptions. Consequently, all of the forward-looking statements made in news release are qualified by these cautionary statements, and there can be no assurance that the results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us and our subsidiaries or their businesses or operations. We undertake no obligation and do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. For all of these forward-looking statements, we claim the protection of the safe harbour for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. About ClearWave ClearWave owns through a wholly-owned subsidiary, MobiFon Holdings B.V., 63.5% of MobiFon S.A, its operating subsidiary in Romania. ClearWave also owns 27.1% of TIW Czech N.V., the holding company through which it owns 99.9% of Cesky Mobil a.s., its operating subsidiary in the Czech Republic. About TIW TIW provides wireless voice, data and short messaging services in Central and Eastern Europe The term "Central and Eastern Europe" came into wide spread use, replacing "Eastern bloc", to describe former Communist countries in Europe, after the collapse of the Iron Curtain in 1989/90. to more than 5.2 million subscribers. TIW is the market leader in Romania through MobiFon S.A. and a rapidly growing operator in the Czech Republic through Cesky Mobil a.s. TIW's shares are listed on NASDAQ ("TIWI") and on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. ("TIW"). |
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