Invitel Holdings A/S Announces the Expiration of the Offer by Magyar Telecom B.V. To Purchase €75,000,000 Of Its Senior Se

NEW YORK--(BUSINESS WIRE)-- Invitel Holdings A/S announced today the expiration of Magyar Telecom B.V.’s (“Magyar Telecom” or the “Offeror”) asset sale offer (the “offer”) to repurchase for cash up to €75,000,000 of its outstanding €345,000,000 9.5% Senior Secured Notes due 2016 (the “Notes”) at 5:00 p.m. on November 5, 2010 (the “Expiration Date”). Magyar Telecom conducted the offer in accordance with an asset sale offer to purchase dated October 8, 2010 (the “Offer to Purchase”).

As of the Expiration Date, €83,436,000 in aggregate principal amount of Notes were validly and irrevocably tendered. The Offeror accepted for purchase in cash €75,003,000 of such Notes, on a pro rata basis, in accordance with the Offer to Purchase. In exchange for Notes accepted for purchase, holders of Notes will receive an amount equal to 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon, up to but not including the payment date, which is expected to be November 10, 2010.

This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any securities. The offer has been made solely by, and subject to terms and conditions set forth in, Magyar Telecom’s notices and related Offer to Purchase in respect of the Offer, which has been sent to the applicable holders of Notes.

Magyar Telecom is repurchasing the Notes using a portion of the proceeds from the sale by Invitel Holdings A/S to Türk Telekomünikasyon a.ş. of its international wholesale business.

LEGAL NOTICES

Forward-Looking Statements and Legal Information

The information above includes forward-looking statements about the Invitel Group. These and all forward-looking statements are only predictions of current plans that are constantly under review by Invitel Holdings. Such statements are qualified by important factors that may cause actual results to differ from those contemplated, including those risk factors detailed, from time to time, in Invitel Holdings’ U.S. Securities and Exchange Commission (“SEC”) filings, which may not be exhaustive. For a discussion of such risk factors, see Invitel Holdings’ filings with the SEC including, but not limited to, its 2009 Annual Report on Form 20-F. Invitel Holdings operates in a continually changing business environment, and new risk factors emerge from time to time. Invitel Holdings cannot predict such new risk factors, nor can it assess the impact, if any, of such new risk factors on its business or events described in any forward-looking statements. Invitel Holdings has no obligation to publicly update or revise any forward-looking statements to reflect the occurrence of future events or circumstances. In addition, because Invitel Holdings has deregistered its common stock and is no longer subject to certain periodic reporting obligations with the SEC, Invitel Holdings no longer intends to file or furnish any updates with the SEC.

This press release does not constitute or form part of an offer of securities for sale in the United States (including its territories and possessions, any State of the United States and the District of Columbia). Securities may not be offered or sold into the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, and the rules and regulations thereunder.

The information contained herein does not constitute an offer to sell, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities, nor will there be a tender for any securities referred to herein in any jurisdiction in which such offer to sell or solicitation of an offer to buy or tender would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The forwarding distribution and reproduction of this press release may be restricted by law in certain jurisdictions and persons into whose possession this press release or other information referred to herein comes should inform themselves about and observe any such restrictions.

Offer Restrictions

Belgium

Neither this press release nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie en Assurantiewezen) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of April 1, 2007 on public takeover bids and as defined in Article 3 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together the “Belgian Public Offer Law”), each as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this press release nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” as referred to in Article 10, of the Belgian Public Offer Law (as amended from time to time) acting on their own account. Insofar as Belgium is concerned, this press release has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this press release may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this press release nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (Investisseurs Qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer.

This press release has not been and will not be submitted for clearance to the Autorité des Marchés Financiers.

Italy

The Offer is not being made, directly or indirectly, in the Republic of Italy (“Italy”). The Offer and this press release have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Notes are notified that, to the extent holders of Notes are located or resident in Italy, the Offer is not available to them and they may not tender Notes in the Offer and, as such, any electronic instructions received from such persons shall be ineffective and void, and neither this press release nor any other documents or materials relating to the Offer or the Notes may be distributed or made available in Italy.

United Kingdom

The communication of this press release and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

General

This press release and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made by such broker or dealer or such affiliate (as the case may be) on behalf of the Offeror in such jurisdictions.

Each holder of Notes participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in “Procedures for Tendering Notes”. Any tender of Notes for purchase pursuant to the Offer from a holder of Notes that is unable to make these representations will not be accepted. Each of the Offeror and the Tender Agent reserve the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a holder of Notes is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.

CONTACT:

Invitel Holdings A/S
Robert Bowker, Chief Financial Officer
Hungary: 011-361-801-1374

KEYWORDS:   United States  North America  New York

INDUSTRY KEYWORDS:   Technology  Internet  Telecommunications

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