Public Tender Offer
by
UPC Schweiz GmbH, Wallisellen, Switzerland
for all publicly held registered shares with a nominal value of
CHF 1.00 each
of
Sunrise Communications Group AG, Opfikon, Switzerland
Offer Price:
CHF 110.00 net in cash (the
Offer Price
) per registered share of Sunrise
Communications Group AG (
Sunrise
or the
Company
) with a nominal
value of Swiss Francs (
CHF
) 1.00 each (each a
Sunrise Share
).
The Offer Price will be reduced by the gross amount of any dilutive effects
in respect of the Sunrise Shares prior to the consummation of the Offer
(the
Settlement
, and the date on which the Settlement shall occur, the
Settlement Date
), including dividend payments and other distributions of
any kind, stock splits or reverse stock splits, demergers and spin-offs,
capital increases and the sale of treasury shares at an issuance or sales
price per Sunrise Share below the Offer Price, the purchase by the Company or any of its Subsidiaries of Sunrise Shares at a purchase price
above the lower of the Offer Price and the prevailing share price, the issuance by the Company or any of its Subsidiaries of options, warrants, convertible securities or other rights to acquire Sunrise Shares or other securities of the Company, and repayments of capital in any form
.Offer Period:
From September 11, 2020, to October 8, 2020, 4:00 p.m. Swiss time (subject to extension).
Sunrise
Securities No.
ISIN
Ticker symbol
Registered shares
not tendered
(first trading line)
26 729 122
CH0267291224
SRCG
Registered shares
tendered
(second trading line)
56 563 066
CH0565630669
SRCGE
________________
Financial Advisors
Credit Suisse
J.P. Morgan
Offer Manager
Credit Suisse
Offer Prospectus dated August 27, 2020
(the
Offer Prospectus
)