Tele2 AB (publ) (OM:TEL2 B) entered into a merger agreement to acquire Com Hem Holding AB (publ) (OM:COMH) from Kinnevik AB (OM:KINV B) and others for SEK 25.8 billion on January 9, 2018. Under the terms of the agreement, Com Hem's shareholders will receive as merger consideration SEK 37.02 in cash plus 1.0374 new B shares in Tele2 for each share in Com Hem outstanding as at completion of the merger. Hence, Com Hem's shareholders will receive approximately 26.9% economic ownership in Enlarged Tele2 and a total cash consideration of SEK 6.6 billion. Com Hem Holding shareholders will receive the Tele2 shares i.e. the non-cash merger consideration on November 7, 2018 and the cash merger consideration on November 7-8, 2018. Tele2 has obtained committed financing for the merger in the form of a bridge facility from a group of three banks. Following the acquisition, Com Hem will be dissolved and all its assets and liabilities will be transferred to Tele2. On completion of the merger, Anders Nilsson, the Chief Executive Officer of Com Hem, will become the Chief Executive Officer of Tele2 and assume the leadership of the Tele2 management team, while Allison Kirkby will step down from his position as Chief Executive Officer. It is expected that upon completion of the merger, Andrew Barron currently Chairman of Com Hem along with at least one additional Com Hem Board Director will join the Board of Directors of Tele2, which will be chaired by Tele2's proposed new Chairman Georgi Ganev. As of September 13, 2018, Stina Andersson, Executive Vice President Strategy & Business Development, will leave Tele2 AB after the closing of the Com Hem merger. As of September 21, 2018, Tele2 AB shareholders appointed Andrew Barron and Eva Lindqvist, Board members of Com Hem as Board members of Tele2 AB with effect once the merger has been registered with the Swedish Companies Registration Office.

The closing of the transaction is subject to regulatory approvals and approval by the shareholders of each of Tele2 and Com Hem as well as by the relevant competition authorities, including the European Commission approval. The merger is also conditional upon, Tele2's Registration Statement on Form F-4 in the United States becoming effective, Nasdaq Stockholm admitting the non-cash consideration shares to trading on Nasdaq Stockholm; pre-merger undertakings agreed upon, not being breached and there is no change adversely affecting the financial position or operation of Com Hem or Tele2 or the new combined entity. Kinnevik AB, largest shareholder in both Tele2 and Com Hem has undertaken to vote in favor of the merger at the respective general meetings and is prepared to effect pro-competitive measures, if required, to complete the merger. The deal was approved by the Board of Tele2 and Com Hem on January 9, 2018. The Board of Directors of Com Hem and Tele2 unanimously recommend that the shareholders of Com Hem vote in favor of the merger. As of September 21, 2018, transaction is approved by the shareholders of Tele2 AB and Com Hem. As of October 8, 2018, the transaction is unconditionally approved by European Commission. As of November 2, 2018, Swedish Companies Registration Office has authorized the merger plan. The transaction is expected to close in the second half of 2018. As of July 18, 2018, transaction is expected to close in fourth quarter of 2018. If the conditions have not been satisfied and completion has not taken place on or before March 31, 2019, the merger will not be implemented. The transaction is expected to close on November 5, 2018. The merger is expected to be significantly value accretive for all stakeholders. The transaction is expected to be free cash flow per share accretive for Tele2 from the first year after completion.

Citigroup Global Markets Limited, Daniel Lilliehöok, Peter Rabe, Filip Blomback, Marcus Palmer, Tim Gisslén and Fred Nachemson of Nordea Bank AB (publ) and Ondra LLP acted as financial advisors while Charlotte Levin, Erik Sjöman, David Andersson, Joakim Hagberg, Amanda Knutsson, Annika Nyberg Ekenberg, Marcus Glader, Johan Karlsson, Emma Johansson, Grant McKelvey, Sebastian Örndahl, Louise Brorsson Salomon, Helena Håkansson, Lionardo Ojeda, Fredrik Dahl and Fredrik Gustafsson of Advokatfirman Vinge KB and David Dixter, George Karafotias, Andy Zwecker, Steven Holm and Harrison Hutchinson of Shearman & Sterling LLP acted as legal advisors to Tele2 in the transaction. Goldman Sachs International acted as financial advisor and Mike Bienenfeld of Linklaters as legal advisor to Com Hem. Albrecht Stewen, Stephan Bocklet and Peter Wikstrom of N M Rothschild & Sons Limited acted as the independent financial advisor to the Board of Directors of Tele2. Stephen M. Kotran and Kathy X. Wang of Sullivan & Cromwell LLP advised Bank of America Merrill Lynch, who acted as financial advisor and fairness opinion provider to the Board of Directors of Com Hem. LionTree Advisors acted as financial advisor to Kinnevik on this transaction. Fogel & Partners acted as the communications advisor to Tele2 in the transaction. Bokwall Rislund acted as the legal advisor to Com Hem. Tele2 agreed to pay Rothschild a fee of €0.5 million (SEK 4.9 million) in connection with the delivery of its opinion. MacKenzie Partners, Inc. acted as information agent for Tele2 and Com Hem. Hannes Snellman acted as legal advisor for Kinnevik AB.