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Magyar Telecom B.V. Announces Agreement to Sell the Invitel Group to the China-CEE Fund

Magyar Telecom B.V. (“Matel B.V.”) announced today it has agreed the sale (“Proposed Sale”) of its holdings in the Invitel Group to the China CEE Investment Co-operation Fund, advised by CEE Equity Partners. The Proposed Sale, approved unanimously by Matel B.V.’s Board of Directors, is subject to shareholder and Hungarian competition authority approval. The Proposed Sale values the Invitel Group at an enterprise value of €202 million, or 4.5x 2015 EBITDA.

Approval of the company’s 49% shareholder, Matel Holdings Limited, is being solicited via a consent request, distributed via the customary channels. Matel Holdings Limited shares are stapled to Matel B.V.’s senior secured notes due June 2018 (the “Notes”) as units. The Notes will be redeemed upon completion of the Proposed Sale. Matel B.V.’s 51% shareholder, Mid Europa Partners, has expressed its support of the Proposed Sale.

Competition Authority filings are being submitted parallel to the shareholder consent process. Should shareholder consent be obtained, the Proposed Sale is estimated to complete in the second half of February, upon Competition Authority approval. Completion may occur earlier or later, depending upon the competition approval timing. Upon completion of the Proposed Sale, Matel B.V. will redeem the Notes, distribute the net transaction proceeds to shareholders and wind itself up. Distributions to holders of the Units will be made as soon as practical after completion.

Commenting on the transaction, Mark Nelson-Smith, Chairman of Matel B.V., said, “The Invitel Group has achieved an impressive operational turnaround over the past several years, returning to EBITDA growth starting in 2015 after a decade of decline. The China-CEE Fund and CEE Equity Partners will provide the Company with the support and stability to develop its business further. We wish management and the entire Invitel team continued success.” Tamas Szalai, CEE Equity Partners Investment Director, commented, “The Invitel Group’s focus on residential fiber developments and converged B2B IT-telco solutions is a winning strategy. We are fully committed to support the Invitel Group’s strategic development efforts,” he added.

Rothschild, Dechert and EY advised the sellers in the transaction. The buyer was advised by CMS Cameron McKenna, PwC, A.D. Little and Solon. White & Case, Dentons and Neocleous advised on the financing of the transaction.

ABOUT MAGYAR TELECOM B.V.

Magyar Telecom B.V. is the holding company for the Invitel Group, a leading Hungarian infrastructure-based telco and IT service provider. Matel B.V.’s holdings in the group are the subject of the Proposed Sale: Invitel Zrt., Invitech Solutions Zrt., Invitel Central Services Zrt. (each 99.991487%) and Invitel Technocom Kft. (100%).

Invitel Zrt. offers a broad portfolio of services for residential and small business customers, including a variety of multimedia and entertainment services such as interactive, digital and High Definition television, fast internet offerings and telephony services across its regional networks. Invitech Solutions Zrt. is an IT, datacenter and telco provider to 6,000 midsize, enterprise, government and wholesale customers nationwide. Invitech Solutions Zrt. has network in all top 100 cities in Hungary, has a 9000-kilometer national backbone network with 11 border-crossing points and operates six high-spec data centers.

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