Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Dated: May 10, 2007
Swisscom AG
(Translation of registrants name into English)
Alte Tiefenaustrasse 6
3050 Bern, Switzerland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-
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Press release |
European Commission approves the contemplated acquisition of Fastweb by Swisscom
Swisscom has taken another hurdle in the Fastweb acquisition process: Today the EU
commission gave its unconditional approval and allows Swisscom to take control of Fastweb. With
this, another relevant condition mentioned in the offer document has been fulfilled. The offer
period is still ongoing until 15 May 2007.
The European Commission informed Swisscom that it had no objection to the planned acquisition of
the control of the Fastweb S.p.A., an Italian company, by Swisscom through a tender offer on
78,128,095 outstanding shares of the company.
The unconditional approval by the European Commission has been another important hurdle to take for
Swisscom. In addition to the above, the following conditions have already been fulfilled: Mr.
Silvio Scaglia tendered his entire participation, equal to approximately 18.7% of Fastwebs share
capital, to Swisscom. On 12 April 2007, the Swiss Competition Commission gave its green light for
the contemplated acquisition as it would neither create nor strengthen a market dominant position.
Swisscom bids EUR 47 for each Fastweb share offer period expires on 15 May 2007
The Offer remains subject to the conditions described in the prospectus to the extent they have not
yet been satisfied. As stated in the offer document, Swisscom may waive certain of those conditions
and reserves the right, until 8 AM on the day following the expiration of the offer period, to
waive the condition that more than 50% of Fastweb shares be held by the Swisscom group upon
completion of the tender offer and can proceed to purchase a lower number of Fastweb shares in
order to acquire the de facto control of Fastweb. The offer period is still ongoing until 15 May
2007.
Finally, considering that, pursuant to Italian laws and regulations, a competing offer could have
been published up to 5 business days prior to the closing of the acceptance period, the term for
the publication of such competing offer prospectus elapsed on May 8 last.
Subject to the terms described in the offer document, Swisscom will pay to each shareholder
tendering its Fastweb shares an amount of EUR 47 per share. As a strategic partner committed to the
long term, Swisscom is investing in Fastweb with the clear objective of further exploiting the
Fastweb competitive advantages and technological lead as well as expanding its portfolio of
offerings. Fastwebs board of directors has ruled in favour (espresso parere favorevole) of the
tender offer having been launched by Swisscom, after taking into account the fairness opinions
provided by its financial advisors.
www.swisscom.com/fastweb
Berne, 10 May 2007
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Swisscom AG |
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Group Media Relations
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Phone
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+41-31-342 91 93
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www.swisscom.com |
3050 Bern
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Fax
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+41-31-342 06 70
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media@swisscom.com |