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Published on 11/11/2005 in the Prospect News PIPE Daily.

Opticom rejects Carnegie proposal, will raise NOK 90.3 million in private placement

By Jennifer Chiou

New York, Nov. 11 - Opticom ASA said it rejected a proposal for an NOK 103,582,830 private placement made in an unsolicited approach by Carnegie-represented shareholders due to legal obligations for its already announced stock sale.

The company previously announced it entered into agreements on Tuesday for a NOK 90,302,980 private placement of units. The company plans to sell 1,327,985 shares at NOK 68 per share.

The Carnegie proposal involved the sale of 1,327,985 shares at NOK 78 each. Carnegie had planned to collect NOK 3.11 million in commissions. The price per share represented a 3.1% discount to the company's closing stock price on Nov. 10.

According to an Opticom release, Carnegie made the conditional offer on behalf of the Opticom shareholders as an alternative to Opticom's stock offering announced Nov. 9. Carnegie also proposed that the shareholders will make an offer to other shareholders to participate pro-rata in an onward stock sale at the same price, the company said in the release.

Opticom said it is legally bound to the terms of the NOK 90,302,980 offering. Upon seeking details on the Carnegie offer, Opticom said sufficient information was not "forthcoming."

"The offer to subscribe for shares on behalf of a group of shareholders who are already attacking the company and its stakeholders is a completely cynical move," Opticom chairman Thomas Fussell said in a news release.

"Carnegie was fully aware that Opticom had entered into a binding contract to place shares at the same price that Carnegie has already placed a larger block of shares. Carnegie wanted to charge over NOK 3 million for a job that had already been done by someone else."

However Opticom does plan to propose a pro rata offer to shareholders.

Based in Oslo, Opticom develops thin film electronics used to store data in mobile phones, cameras and mp3 players.

Issuer:Opticom ASA
Issue:Stock
Amount:NOK 90,302,980
Shares:1,327,985
Price:NOK 68
Warrants:No
Announcement date:Nov. 11
Stock price:NOK 68 at close Nov. 8
Stock price:NOK 87 at close Nov. 11

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