Hungarian Telephone and Cable Corp to Acquire Invitel

- Total consideration, including the assumption of debt on closing, of EUR

470 million -

- Combining the two leading alternative telecommunications service

providers in Hungary to create a significantly improved platform and a more

formidable challenger to Magyar Telekom ("T-Group") -

- Significant synergies and enhanced growth opportunities for the enlarged

group -

Jan 09, 2007, 00:00 ET from Invitel Tavkozlesi Szolgaltato Zrt

    SEATTLE, Jan. 9 /PRNewswire/ -- Hungarian Telephone and Cable Corp.
 (Amex:   HTC) ("HTCC" or the "Company") today announced that it has signed an
 agreement to acquire Invitel Tavkozlesi Szolgaltato Zrt ("Invitel"), the
 second largest fixed line telecommunications service provider in Hungary.
     Under terms of the agreement, HTCC will acquire 100% of the shares in
 Matel Holdings NV (and thereby indirectly 99.98% of the shares of Invitel)
 for a total consideration, including the assumption of net indebtedness on
 closing, of EUR 470 million (USD 611 million(1)), representing a multiple
 of 6.1x Invitel EBITDA for the 12 months ending September 30, 2006(2). The
 consideration will be comprised of cash funded by new borrowings and the
 issuance of up to 1.1 million HTCC shares (representing approximately 6.2
 per cent. of the fully diluted share capital of HTCC) to certain members of
 Invitel's current executive management team in payment for some of their
 shares in Invitel. The transaction will be subject to customary closing
 conditions including receipt of Hungarian and Romanian regulatory approvals
 and is expected to close in the first half of 2007.
     Commenting on today's announcement, HTCC's President and Chief
 Executive Officer Torben V. Holm said,
     "This transaction brings together the two leading competitors to
 T-Group (previously known as MATAV) in Hungary, and it enables the combined
 entity to pursue a meaningful share of both the local Hungarian and the
 broader Central and Eastern European communications markets. We expect to
 quickly realize operational efficiencies and through this combination will
 be able to provide an improved product and service offering to our
 customers who will quickly see the benefits from our increased scale. We
 look forward to this new chapter in the development of HTCC."
     Mr. Martin Lea, Chief Executive Officer of Invitel, commenting on
 today's announcement, said, "The leadership and shareholders of Invitel are
 delighted to see the announcement of this transaction. Combining these two
 businesses makes a great deal of sense for the Hungarian market. Together
 they will have more scale, which will enable more effective and efficient
 investments, delivering an ever more extensive and competitive service set
 to our residential and business customers. Going forward we will continue
 to focus on growth outside our traditional concession areas, and on
 offering better value and superior customer care."
     Benefits of the combination
     The combination of HTCC and Invitel will create the leading alternative
 provider of telecommunications solutions in Hungary. From this platform,
 the combined business will be better positioned to drive operational
 improvements and to deliver enhanced product offerings and solutions to its
 residential and corporate customers. Organic growth opportunities,
 following the liberalization of the telecom market, will be further
 enhanced through an accelerated nation-wide roll out of new offerings such
 as broadband, VoIP and triple-play services. The combined business is
 expected to enjoy a national market share of approximately 20% and will be
 the leading fixed line service provider in 14 out of the 54 Hungarian
 defined operating areas.
     In addition to the enhanced organic growth opportunities, the Company
 expects to achieve annual operating savings of up to EUR 14 million (USD 19
 million(1)) and further capital expenditure savings resulting from the
 enlarged group's reliance on a single network to service clients
 nationwide. Operational savings will also be generated through the
 optimisation of joint network operations, the unification of the enlarged
 product offering and sales, marketing and distribution activities, and a
 streamlining of technical, IT and support functions. The integration
 process is expected to take up to 12 months with the bulk of the synergies
 to be realized within two years of completion.
     For the twelve months to September 30, 2006, the combined business had
 pro forma revenue of EUR 348 million (USD 429 million(3)) and EBITDA of EUR
 119 million (USD 146 million(3)).
     Management and integration
     Management of the enlarged group will be drawn from the considerable
 strength of both organisations. Martin Lea will assume the role of Chief
 Executive Officer of the enlarged company with Robert Bowker stepping into
 the position of Chief Financial Officer.
     In accordance with his contract and in connection with this
 transaction, Torben V. Holm is expected to step down as Chief Executive
 Officer of HTCC. Prior to his departure, Mr. Holm will assist with the
 critical early phase of integrating the two businesses to quickly realise
 the meaningful synergy potential resulting from the transaction. Commenting
 on this move, Torben V. Holm said:
     "I am very pleased to conclude my previously agreed tenure as Chief
 Executive of HTCC having successfully achieved the market consolidation I
 was asked to deliver. Through our combination with PanTel and the
 acquisition of Invitel, HTCC has emerged with a significantly improved
 platform and exciting future growth prospects."
     While the position of CFO will, on a permanent basis, be occupied by
 Robert Bowker from Invitel, the Board of HTCC has decided to retain Steven
 Fast as interim CFO until closing of the Invitel transaction. This follows
 the resignation of Bill McGann as CFO of HTCC with effect from the end of
 2006. Steven Fast is 46 years old, is a CPA and holds an MBA degree. Over
 the last several years, he has served as CFO of two mobile telephone
 companies in Africa and Slovenia. Before that he held positions at Deloitte
 and Touche in Central Europe.
     About HTCC
     HTCC has 3 subsidiaries in the Republic of Hungary; Hungarotel, PanTel
 and PanTel Technocom. Hungarotel is a local access provider of telephone,
 ISDN, Internet and other telecommunications services in 5 out of 54
 concession areas in the country. PanTel is Hungary's leading alternative
 telecommunications provider with a nationwide fiber optic backbone, which
 also connects to operations in all 7 adjacent countries. PanTel Technocom
 is a specialised telecommunications solutions provider, serving -- amongst
 others -- the biggest oil company in the CEE Region. With this structure,
 HTCC is present in all markets. In the mass market, the Company today has
 circa 220,000 clients with a split that is rapidly approaching an even
 distribution between Hungarotel's original in concession areas and the rest
 of the country. In the corporate market, the Company has built up a
 portfolio of 2,000 mostly high- end clients, serving both telephony and
 data communications products. In the wholesale market, the Company is a
 major alternative operator in the region, currently serving 212 other
 domestic and international operators, ISPs and cable TV companies through
 its high-quality network.
     About Invitel
     Founded in 1994, Invitel offers telephony, Internet, and data services
 to residential and business customers in Hungary. Invitel is the incumbent
 operator in 9 out of 54 primary service areas, where it has a stable cash
 generative core telephony business. In the rest of Hungary, which
 represents a significant growth opportunity following the liberalization of
 the telecom market, Invitel is an alternative telecom operator with a
 national backbone, metropolitan networks and a point-to-multi-point access
     Forward-Looking Statements
     This press release contains statements that constitute forward-looking
 statements within the meaning of the Private Securities Litigation Reform
 Act of 1995. All statements other than statements of historical fact are
 statements that could be deemed forward-looking statements. These
 statements are based on HTCC's current expectations and beliefs and are
 subject to a number of risks, uncertainties and assumptions that could
 cause actual results to differ materially from those described in the
 forward-looking statements. Some of these risks, uncertainties and
 assumptions include, but are not limited to, the possibility that the (1)
 financial forecasts of either party may not be achieved; (2) problems may
 arise in successfully integrating the businesses of the two companies; (3)
 the acquisition may involve unexpected costs; (4) the combined entities may
 be unable to achieve expected cost savings or make expected future
 investments in the combined businesses; (5) the ability of HTCC and Invitel
 to complete the transaction in a timely manner and (6) other risks that are
 described in Securities and Exchange Commission (SEC) reports filed by HTCC
 on its annual report on Form 10-K and its quarterly report on Form 10-Q. In
 addition, factors that could cause the actual results of the transaction to
 differ materially from current expectations include, but are not limited
 to, general economic conditions and trends, either nationally or locally in
 some or all of the areas in which HTCC, Invitel and their customers conduct
 their respective businesses; conditions in the securities markets or the
 telecom industry; changes in interest or currency rates, which may affect
 the net income of HTCC, Invitel or the combined company or the market value
 of their assets; changes in law, regulations, and policies that affect
 HTCC, Invitel or the combined company, and the ability to comply with such
 changes in a timely manner; or changes in accounting principles, policies,
 practices, or guidelines. Additionally, the timing and occurrence or
 non-occurrence of events may be subject to circumstances beyond the control
 of HTCC or Invitel.
     These forward-looking statements speak only as of the date of this
 release. The Company expressly disclaims any obligation or undertaking to
 disseminate any updates or revisions to any forward-looking statement
 contained herein to reflect any change in the Company's expectations with
 regard thereto or any change in events, conditions or circumstances on
 which any such statement is based.
     The securities referred to in this press release have not been
 registered under the United Sates Securities Act of 1933, as amended, and
 may not be offered or sold in the United States unless registered under the
 Securities Act or unless an exemption from registration is available.
     Reconciliation of Non-GAAP Financial Measures
     HTCC and Invitel use certain non-GAAP financial measures in evaluating
 their respective performance and the combined companies' pro forma
 financial results. These non-GAAP financial measures include Adjusted
 EBITDA, which is operating income adjusted for depreciation and
 amortisation, costs of restructuring and severance, due diligence expenses,
 management fees paid to shareholders, non-cash share based compensation to
 executives, recognition of Universal Service provisions and other
 miscellaneous charges. A reconciliation of the differences between Adjusted
 EBITDA and the most comparable financial measure calculated and presented
 in accordance with GAAP is included in the table that follows. Adjusted
 EBITDA is not a measure of financial performance under generally accepted
 accounting principles and is not necessarily indicative of cash available
 to fund all cash flow needs of HTCC, Invitel or the combined companies.
 Non-GAAP financial measures used by HTCC and Invitel, respectively, may not
 be comparable to similarly titled measures of other companies.
     HTCC and Invitel believe that presentation of Adjusted EBITDA is useful
 to investors because it (i) reflects the view of each company's management
 of core operations and cash flow generation upon which management bases
 financial, operational, compensation and planning decisions and (ii)
 presents measurements that investors and its lending banks have indicated
 to management are important in assessing HTCC, Invitel, the combined
 companies and their respective liquidity. While HTCC and Invitel utilize
 Adjusted EBITDA and other non-GAAP financial measures in managing their
 respective business and believe they are useful to management and to
 investors for the reasons described above, non-GAAP financial measures have
 certain shortcomings. For example, Adjusted EBITDA does not take into
 account changes in working capital and financial statement items below
 income from operations, and the resultant effect of these items on cash
 flow. The shortcomings of non-GAAP financial measures can be compensated
 for by utilizing them in conjunction with their comparable GAAP financial
     1) Based on an exchange rate of 1.299 USD / EUR as at January 5, 2007
     2) Based on 'recurring' Invitel EBITDA of EUR 77.6 million, defined as
        EBITDA excluding the cost of restructuring, due diligence expenses,
        management fees paid to shareholders, non-cash share based compensation
        to executives, recognition of Universal Service provisions and other
        non-recurring items; 'recurring' Invitel EBITDA has been adjusted for
        capitalized subscriber acquisition costs (EUR 2.8 million) in order to
        report numbers consistent with HTCC Group accounting policies
     3) Based on an average exchange rate of 1.231 USD / EUR for the twelve
        months to September 30, 2006
     HTCC Contacts
     Torben V. Holm
     President and Chief Executive Officer (Budapest)
     Telephone:  36.1.888.3535
     Peter T. Noone
     General Counsel
     Telephone:  1.206.654.0204 (Seattle)
                Reconciliation of Non-GAAP Financial Measures(1)
                           (unaudited - in millions)
                                         12 Months Ending September 30, 2006
                                               HTCC   Invitel   Pro Forma
     Operating Income                         $19.9    $44.7      $64.6
       Add: Depreciation & Amortisation(2)     24.7     44.6       69.3
       Add: Other Adjustments(3)                6.3      6.2       12.5
     Earnings before Interest, Tax,
      Depreciation & Amortisation              50.9     95.5      146.4
     (1) Based on an average exchange rate of 1.231 USD / EUR for the twelve
         months to September 30, 2006
     (2) Reported depreciation and amortisation for Invitel (under IFRS) is
         adjusted to exclude the 12 months amortisation charge (EUR 1.6
         million) on the capitalised commission expenses
     (3) Other adjustments consist of the cost of restructuring, due diligence
         expenses, management fees paid to shareholders, non-cash share based
         compensation to executives, recognition of Universal Service
         provisions and other non-recurring items; Invitel adjustments include
         capitalized subscriber acquisition costs (EUR 2.8 million) in order to
         report numbers consistent with HTCC Group accounting policies

SOURCE Invitel Tavkozlesi Szolgaltato Zrt