MobiFon starts change-of-control offer for 12½% notes

New York, June 28 - MobiFon Holdings NV said it has begun a change-of-control tender offer for its $223 million of 12½% senior notes due 2010.

But the company pointed out that it has already begun a tender offer and consent solicitation for the notes at a higher price.

Under the change-of-control offer, MobiFon will pay 101% of par plus accrued interest for any notes tendered. The offer ends at 5 p.m. ET on Aug. 23, and the purchase date will be Aug. 26.

MobiFon's other offer for the notes has a consent deadline of 5 p.m. ET on June 24, after being pushed back from 5 p.m. ET on June 21.

As previously announced, the company will pay $1,186.19 per $1,000 principal amount of the notes, including the consent payment of $20.00 per $1,000 that will only be paid to holders who tender by the consent deadline.

MobiFon announced the tender on June 7, when parent Vodafone Group plc also said Oskar Mobil as will redeem all its €325 million of 7½% first-priority senior secured notes due 2011.

The actions follow Vodafone's acquisition of 100% of Oskar and its increase of its stake in MobiFon to 99%, also the reason the change-of-control offer is required.

In its offer, MobiFon is offering holders who tender by June 21 the sum of 35% of $1,125 per $1,000 principal amount and 65% of a price calculated using a yield of 50 basis points over the yield to maturity of the Treasury note due May 31, 2007 at 2 p.m. ET on June 20.

Holders who tender after June 21 will receive $20.00 per $1,000 less.

The tender ends at 5 p.m. ET on July 6.

Goldman, Sachs & Co. is dealer manager.

The tender is subject to at least 50% of the notes being tendered. If that threshold is reached, substantially all the restrictive covenants in the notes will be removed. If a response of 66 2/3% is achieved, a further covenant limiting the investment activities of MobiFon will also be removed.

MobiFon is also seeking to end the requirement that it report to the Securities and Exchange Commission.

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