TIW Closes Primary and Secondary Offering

Telesystem International Wireless Inc. (TIW) closed, on March 25, 2004 and on April 5, 2004 for the over-allotment option, an approximate US$229,425,000 million primary and secondary offering to the public in Canada and the US and to certain qualified purchasers in the UK, Germany, France, Italy and Switzerland of an aggregate of 24,149,999 common shares of TIW. The primary offering consisted of 8,050,000 common shares for total gross proceeds of US$76,475,000. The secondary offering consisted of 16,099,999 common shares sold by Telesystem Ltd., a subsidiary of Hutchison Whampoa Ltd., affiliates of JP Morgan Partners LLC and EEIF Melville BV and certain of its affiliates for total gross proceeds of US$152,949,990.50. The offering was underwritten by BMO Nesbitt Burns Inc., JP Morgan Securities Inc., Lazard Frères & Co. LLC, UBS Securities Company Inc. and TD Securities Inc.

Upon completion of the primary offering, TIW acquired 10,942,625 class A subordinate voting shares of its majority-owned subsidiary ClearWave NV, which represents a 13 per cent equity interest, from two institutional shareholders in consideration for 10.9 million common shares of TIW and US$35.7 million in cash. As a result of the transaction, TIW’s equity in ClearWave NV increased from 86.8 per cent to 99.8 per cent.

TIW was represented by general counsel Margriet Zwarts, Hélène Hallak and Grégoire Baillargeon, and assisted in Canada by a team from Fasken Martineau DuMoulin LLP that included Gilles Leclerc, Catherine Isabelle, Daniel Yelin and Ali Martin-Mayer (corporate) and Benoit Dupuis and Thomas Copeland (tax). TIW was assisted in the US by Pillsbury Winthrop LLP, with a team that included David P. Falck, David Meredith, Courtney McCormick and Jim Chudy (tax).

Telesystem was represented by general counsel Michel Cordeau and assisted by Heenan Blaikie LLP, with a team that included Eric Levy and Jason Caron.

Hutchison Whampoa was represented by Stikeman Elliott LLP, with a team that included William A. Scott, Jeffrey Elliott, Lianne Miller and Pierre-Yves Leduc.

Affiliates of JP Morgan Partners were represented by O’Melveny & Myers LLP, with a team that included Gregory Gilbert, Todd Greene and David Maryles.

EEIF Melville and certain of its affiliates were represented by Gibson, Dunn & Crutcher LLP, with a team that included Wayne McArdle, Ben Adams and Joe Armstrong.

The underwriters were represented in Canada by Ogilvy Renault, with a team that included Norman Steinberg, Steve Malas, Andrew Bleau and Elliot Greenstone (corporate/securities) and Éric Gélinas (tax); and in the US by Cravath, Swaine & Moore LLP, with a team that included W. Clayton Johnson, Jason Hill and Anita Sra.


Joseph Armstrong Jeffrey Elliott Wayne McArdle Thomas W. Copeland Daniel Yelin Catherine Isabelle William A. Scott Pierre-Yves Leduc David P. Falck Norman M. Steinberg James T. Chudy Benjamin Adams Steve Malas Gregory Gilbert Eric M. Levy Elliot A. Greenstone Jason Caron W. Clayton Johnson Andrew Bleau Ali Martin-Mayer Gilles Leclerc Éric Gelinas Michel Cordeau


Fasken Martineau DuMoulin LLP Pillsbury Winthrop Shaw Pittman LLP Stikeman Elliott LLP Gibson, Dunn & Crutcher LLP Norton Rose Fulbright Canada LLP Cravath, Swaine & Moore