EX-99.1 3 mi1155185b.txt PRESS RELEASE [GRAPHIC OMITTED] MILLICOM INTERNATIONAL CELLULAR S.A. FOR IMMEDIATE RELEASE January 21, 2003 NASDAQ LISTING AND DETAILED RESULTS FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2002 New York, London and Luxembourg - January 21, 2003 - Millicom International Cellular S.A. ("Millicom") (Nasdaq: MICC), the global telecommunications investor, today announces that it has received written confirmation from The Nasdaq Stock Market, Inc. that Millicom would be delisted from the Nasdaq National Market unless its equity was raised to at least $10 million or it were able to maintain its minimum bid price per share at $3 for a period of ten consecutive trading days on or before February 17, 2003. Millicom also announces today a more detailed version of its results for the quarter and nine months ended September 30, 2002, previously announced on October 23, 2002. CONTACTS: Marc Beuls Telephone: +352 27 759 101 President and Chief Executive Officer Millicom International Cellular S.A., Luxembourg Jim Millstein Telephone: +1 212 632 6000 Lazard, New York Peter Warner Telephone: +44 20 7588 2721 Daniel Bordessa Cyrus Kapadia Lazard, London Andrew Best Telephone: +44 20 7321 5022 Shared Value Ltd, London Visit Millicom's homepage at http://www.millicom.com Unaudited Consolidated Interim Financial Information As of September 30, 2002 And for the three months and nine months then ended The following are the unaudited consolidated interim financial statements as of September 30, 2002 and for the three and nine months ended September 30, 2002. Consolidated Balance Sheets as of: September 30, December 31, 2002 2001 (Unaudited) (Audited) -------------------------------------------- ASSETS US$ '000 US$ '000 ------------------------------------------------------------------------------ Intangible assets Goodwill, net 51,084 52,575 Licenses, net 136,738 164,541 Deferred costs and other non-current assets, net 17,978 20,712 Tangible assets, net 472,377 512,236 Financial assets Investment in securities 241,524 671,802 Investments in associate companies 51,255 52,858 Pledged deposits 62,109 47,404 Deferred taxation 1,175 3,785 ------------------------------------ TOTAL FIXED ASSETS 1,034,240 1,525,913 ------------------------------------ CURRENT ASSETS Investment in securities - - Inventories 10,717 12,932 Debtors Trade debtors, net 128,389 136,078 Amounts due from joint ventures 50,748 46,001 Amounts due from affiliates 9,013 9,258 Prepaid and accrued income 26,362 27,228 Other current assets 38,413 35,800 Time deposits 10,974 21,444 Cash and cash equivalents 48,358 56,276 ------------------------------------ TOTAL CURRENT ASSETS 322,974 345,017 ------------------------------------ TOTAL ASSETS 1,357,214 1,870,930 ==================================== The accompanying notes are an integral part of these consolidated balance sheets. Consolidated Balance Sheets (cont.) September 30, December 31, 2002 2001 (Unaudited) (Audited) ----------------------------------------- SHAREHOLDERS' EQUITY AND LIABILITIES US$ '000 US$ '000 --------------------------------------------------------------------------- SHAREHOLDERS' EQUITY Share capital and premium 281,989 281,989 Treasury stock (54,521) (52,033) Legal reserve 4,256 4,256 Retained (loss) profit brought forward (57,719) 80,334 Loss for the period (112,736) (138,053) Revaluation reserve (366,796) (61,325) Currency translation reserve (80,298) (46,274) --------------------------------- TOTAL SHAREHOLDERS' EQUITY (385,825) 68,894 --------------------------------- Minority interest 25,562 10,262 --------------------------------- LIABILITIES Liabilities due after more than one year Deferred taxation 17,790 20,507 Debt and other financing Corporate subordinated debt 955,858 954,601 Other debt and financing 239,442 347,475 --------------------------------- 1,213,090 1,322,583 --------------------------------- Liabilities due within one year Other debt and financing 201,726 153,898 Trade creditors 106,101 109,739 Amounts due to shareholders 7,656 7,158 Amounts due to affiliated companies 11,714 18,800 Financial liabilities 15,803 36,365 Accrued interest and other expenses 82,004 57,981 Other current liabilities 79,383 85,250 --------------------------------- 504,387 469,191 --------------------------------- TOTAL LIABILITIES 1,717,477 1,791,774 --------------------------------- TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1,357,214 1,870,930 ================================= The accompanying notes are an integral part of these consolidated balance sheets. Consolidated Statements of Profit and Loss for the three months ended: September 30, September 30, 2002 2001 (Unaudited) (Unaudited) ---------------------------------------- US$ '000 US$ '000 ---------------------------------------- Revenues 155,826 159,376 Operating expenses: Cost of revenues (excluding depreciation and amortization) (40,410) (46,306) Sales and marketing (20,093) (22,179) General and administrative expenses (24,234) (26,474) Corporate and license acquisition costs (3,559) (6,155) Write-down of assets, net (7,841) (2,185) Depreciation and amortization (37,380) (38,034) ------------ ------------ OPERATING PROFIT 22,309 18,043 (Loss) Gain on exchange and disposal of investments (59,737) 28,370 Loss from associate companies (860) (1,167) ------------ ------------ (LOSS) PROFIT BEFORE FINANCING AND TAXES (38,288) 45,246 Interest expense (49,709) (52,542) Interest income 3,188 5,122 Income (charge) for financial instruments 22,911 (12,007) Exchange loss, net (2,199) (21) ------------ ------------ LOSS BEFORE TAXES (64,097) (14,202) Charge for taxes (5,844) 10,136 ------------ ------------ LOSS AFTER TAXES (69,941) (4,066) Minority interest (2,417) 894 ------------ ------------ LOSS FOR THE QUARTER (72,358) (3,172) ============ ============ LOSS PER COMMON SHARES (US$) (1.48) (0.06) ============ ============ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING IN THE PERIOD (in thousands) 48,860 48,865 ============ ============ The accompanying notes are an integral part of these consolidated statements of profit and loss. Consolidated Statements of Profit and Loss for the three months ended September 30, September 30, 2002 2001 (Unaudited) (Unaudited) ----------------------------------------- US$ '000 US$ '000 ----------------------------------------- Revenues 449,907 493,772 Operating expenses: Cost of revenues (excluding depreciation and amortization) (123,898) (143,251) Sales and marketing (59,995) (73,473) General and administrative expenses (66,918) (79,232) Corporate and license acquisition costs (16,822) (20,668) Write-down of assets, net (9,449) (2,230) Depreciation and amortization (105,915) (113,205) -------------- -------------- OPERATING PROFIT 66,910 61,713 (Loss) Gain on exchange and disposal of investments (33,039) 29,339 Loss from associate companies (2,540) (1,945) -------------- -------------- PROFIT BEFORE FINANCING AND 31,331 89,107 TAXES Interest expense (143,849) (156,246) Interest income 9,126 17,531 Other income 15,211 8,075 Income (Charge) for financial instruments 18,922 (9,321) Exchange loss, net (18,408) (17,990) -------------- -------------- LOSS BEFORE TAXES (87,667) (68,844) Charge for taxes (19,549) (1,354) -------------- -------------- LOSS AFTER TAXES (107,216) (70,198) Minority interest (5,520) 3,528 -------------- -------------- LOSS FOR THE NINE MONTHS (112,736) (66,670) ============== ============== LOSS PER COMMON SHARE (US$) (2.30) (1.36) ============== ============== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING IN THE PERIOD (in thousands) 48,977 48,865 ============== ============== The accompanying notes are an integral part of these consolidated statements of profit and loss. Consolidated Statements of Cash Flows for the nine months ended: September 30, September 30, 2002 2001 (Unaudited) (Unaudited) ------------------------------------------ Notes US $'000 US $'000 ------------------------------------------ Net cash provided by operating activities 54,693 50,872 Cash flow from investing activities 17,206 (27,129) Cash flow from financing activities (79,516) (38,679) Cash effect of exchange rate changes (301) (1,644) -------------- ------------- Net decrease in cash and cash equivalents (7,918) (16,580) Cash and cash equivalents, beginning 56,276 94,921 -------------- ------------- Cash and cash equivalents, ending 48,358 78,341 ============== ============= The accompanying notes are an integral part of these consolidated statements of cash flows Consolidated Statements of Changes in Shareholders' Equity for the nine months ended: September 30, September 30, 2002 2001 (Unaudited) (Unaudited) ------------------------------------ US $'000 US $'000 ------------------------------------ Shareholders' equity at January 1, as previously reported - 341,191 Effect of adopting IAS 39, financial - (45,264) instruments -------------- ------------- Shareholders' equity at January 1, as 68,894 295,927 restated Shares issued/sold via exercise of - 8 share options Purchase of treasury stock (2,488) - Loss in period (112,736) (66,670) Movement in revaluation reserve (305,471) (305,291) Movement in currency translation (34,024) (19,240) reserve -------------- ------------- Shareholders' equity (385,825) (95,266) ============== ============= The accompanying notes are an integral part of these consolidated statements of changes in shareholders' equity. Notes to the Consolidated Accounts as of September 30, 2002 1. ORGANIZATION Millicom International Cellular S.A. (the "Company"), a Luxembourg Societe Anonyme, and its subsidiaries, joint ventures and associate companies (the "Group" or "MIC") is a global telecommunications investor with cellular operations in Latin America, Asia and Africa. As of September 30, 2002, the Company had interests in 18 cellular operations in 17 countries. In addition, MIC operates a clearing house and has licenses to provide high-speed wireless data services in eight countries. As of September 30, 2002, MIC also had a 10.5% interest in Tele2 AB. Tele2 AB is an alternative pan-European telecommunication company offering fixed and mobile telephony, data network and internet services in 21 countries. The Company's shares are traded on the NASDAQ National Market under the symbol MICC and on the Luxembourg stock exchange. The Company has its registered office at 75, Route de Longwy, L-8080, Bertrange, Grand-Duchy of Luxembourg. MIC's cellular interests ("MIC Cellular") operate through strategic operating entities principally focused on major geographic regions of the world: Sanbao Telecom (Asia) MIC Latin America MIC Africa MIC Systems (GSM clearing) The Group was formed in December 1990 when Industriforvaltnings AB Kinnevik ("Kinnevik"), a company established in Sweden, and Millicom Incorporated ("Millicom"), a corporation established in the United States of America, contributed their respective interests in international cellular joint ventures to form the Group. During 1992, the Group was restructured under a new ultimate parent company, maintaining the same name. On December 31, 1993, Millicom was merged ("the Merger") into a wholly-owned subsidiary of MIC, MIC-USA Inc ("MIC-USA") a Delaware corporation, and the outstanding shares of Millicom's common stock were exchanged for approximately 46.5% of MIC's common stock outstanding at that time. 2. SUMMARY OF CONSOLIDATION AND ACCOUNTING POLICIES The interim consolidated financial statements of the Group are unaudited. They are presented in US dollars and have been prepared in accordance with International Financial Reporting Standards ("IFRS") as published by the International Accounting Standards Board. Certain information and disclosures normally included in financial statements prepared in accordance with International Financial Reporting Standards have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect all adjustments (of a normal recurring nature) which are necessary to present fairly the financial position, results of operations and cash flows for the interim periods. The financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2001 and 2000. The results for the nine month period ended September 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. The preparation of the financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Beginning on January 1, 2001, IAS 39, "Financial Instruments: Recognition and Measurement" became effective. The statement required that all financial assets and financial liabilities, including derivatives, be recognized on the balance sheet. Upon adoption of IAS 39, the Group recorded a cumulative adjustment, reflected in shareholders' equity, related to the options and other contracts of $45,264,000, The interim consolidated financial statements are prepared in accordance with consolidation and accounting policies consistent with the consolidated financial statements as of December 31, 2001. 3. INVESTING ACTIVITIES In April 2002, MIC announced it had obtained all the GSM licenses required under the terms of the sale of FORA Telecom to Tele2 AB in 2001 and therefore received an additional $30,000,000 payment as specified in the agreement. This additional payment was recorded as a gain in the profit and loss statement. In May 2002, the Group disposed of 17% of its share in MIC Systems BV to Kinnevik, a related party, for a total consideration of $ 17,000,000, generating a gain of $14,244,000. In August 2002, MIC's partner in the operation in Vietnam exercised its option to increase its equity interest in the operation. This transaction reduced MIC's equity ownership in the operation in Vietnam from 90% to 80%, generating a loss of $ 5,070,000, while the fair value of the option that was estimated as at December 31, 2001 at $21,951,000 was reversed to income for financial instruments. In September 2002, the Group sold Liberty Broadband Ltd., its high-speed wireless data business in the UK, for no consideration. This disposal generated a loss of $9,872,000. During the period from January 1, 2002 to September 30, 2002, the Group sold 3,232,764 Tele2 AB 'B' shares generating a loss of $ 59,866,000. 4. DEBT AND FINANCING During the period from January 1, 2002 to September 30, 2002, the Group reimbursed partly its financing with Toronto-Dominion Bank for a total of $22,707,000. The amount outstanding under this facility as of September 30, 2002 amounts to $ 150,658,000. In March 2002, the Group repurchased $34.0 million in value of Celcaribe high yield note trust certificates, recording a gain of $13.6 million. During the period from January 1, 2002 to September 30, 2002, the Group purchased 386,350 of its own shares at a cost of $2,488,000. These shares are held as treasury stock at cost. 5. SEGMENTAL REPORTING Revenues Nine months Nine months ended ended September 30, September 30, 2002 2001 (Unaudited) (Unaudited) ---------------------------------- US $'000 US $'000 ---------------------------------- Sanbao Telecom 170,379 156,506 MIC Latin America 207,066 223,455 MIC Africa 38,241 33,604 MIC Systems 22,782 20,000 Other 11,439 8,286 Company currently accounted for under equity method - 17,311 ------------ ----------- Divested - 34,610 ------------ ----------- 449,907 493,772 ============ =========== Profit after taxes Nine months Nine months ended ended September 30, September 30, 2002 2001 (Unaudited) (Unaudited) ---------------------------------- US $'000 US $'000 ---------------------------------- Sanbao Telecom 30,041 11,125 MIC Latin America 14,056 4,390 MIC Africa (1,470) (1,159) MIC Systems 5,011 3,086 Other (7,157) (6,709) Divested (13,965) (16,590) Corporate (133,732) (64,341) ------------------------------ (107,216) (70,198) ============ =========== 6. COMMITMENTS AND CONTINGENCIES The Company and its operations are contingently liable with respect to lawsuits and other matters that arise in the normal course of business. Management is of the opinion that while it is impossible to ascertain the ultimate legal and financial liability with respect to these contingencies, the ultimate outcome of these contingencies is not anticipated to have a material effect on the Group's financial position and operations. Philippines In the Philippines, all telecommunications companies require a congressional franchise in order to operate. Extelcom, then under different ownership, obtained a 50 year congressional franchise in 1958 to provide telecommunications services. Extelcom was granted its first provisional authority to operate a mobile cellular telephone system in Manila in December 1988 for an 18-month period. Extensions of this authority were granted in October 1992. Extelcom was granted a permanent certificate of public convenience to operate the system nationally. The National Telecommunications Commission ("NTC") has issued an executive order requiring cellular and international gateway operators to construct and operate wireline telephone systems or to provide local exchange services in designated areas. Satisfaction of the terms of this order would require substantial capital investment. On March 1, 1995, legislation governing telecommunications services was enacted by the Philippines government, which required mobile telephone system operators to comply with their obligations to provide local exchange service in certain areas in accordance with these regulations. Extelcom's permanent license was granted prior to the executive order and this new law, and Extelcom's congressional franchise restricts its operations to cellular telephony. Accordingly, Extelcom's management does not know whether the requirements of the order or the new law will be imposed on Extelcom. Extelcom has nonetheless applied for a license to operate a personal communication service (public mobile telephone service) and local exchange service through wireless technology, in select areas. These applications are currently pending with the NTC. Letters of support In the normal course of business, the Company issues letters of support to various companies and joint ventures within the Group. Operational environment MIC has operations in emerging markets, including Asia, Latin America and Africa where the regulatory, political, technological and economic environments are evolving. As a result, there are uncertainties that may affect future operations, the ability to conduct business, foreign exchange transactions and debt repayments and which may impact upon agreements with other parties. In the normal course of business, MIC is involved in discussions regarding taxation, interconnect and tariffing arrangements, which can have a significant impact on the long-term economic viability of its operations. In management's opinion, the current status and anticipated evolution of the regulatory, political, technological and economic environments as well as its business arrangements with third parties in countries in which MIC has operations will not materially negatively impact MIC's financial position or operations. New licenses The Company continues to review options to acquire additional cellular telephone licenses in various countries. Dividends The ability of the Company to make dividend payments is subject to, among other things, the terms of the indebtedness, local legal restrictions and the ability to repatriate funds from MIC's various joint ventures. 7. SUBSEQUENT EVENTS In December 2002, MIC has swapped 672,016 shares of Tele2 `B' shares to Kinnevik against the repurchase of $ 42,500,000 nominal value of the Group's Senior Subordinated Discount Notes ("Notes"). In addition, MIC has purchased for cash Notes with a nominal value of $1,500,000. In November 2002, the Group completed the sale of its remaining 83% in Multinational Automated Clearing House S.A. to a third party for a total consideration of Euro 95,000,000 (approximately $96,612,000). If the sale had occurred at September 30, 2002 for the same consideration, it would have resulted in a gain of approximately $ 61,665,000. In December 2002, the Group sold its interest ownership into Express Telecommunications Co Inc for no consideration. If the sale had occurred at September 30, 2002, for the same consideration, it would have resulted in a loss of approximately $ 39,545,000. In December 2002, the Group initiated the sale of Celcaribe SA, its Columbian operations. If the sale had occurred at September 30, 2002, for the same consideration, it would have resulted in a loss of approximately $68,024,000. Since October 1, 2002, the Group sold 5,510,346 Tele2 AB `B' shares resulting in a book loss of approximately $98,000,000.
8. MILLION INTERNATIONAL OPERATIONS, B.V. CONSOLIDATING FINANCIAL INFORMATION As of September 30, 2002 ------------------------------------------------------------------------------ Other Millicom Millicom subsidiaries International International and joint Consolidation Cellular Operations ventures adjustments Reported SA BV ------------------------------------------------------------------------------ US $'000 US $'000 US $'000 US $'000 US $'000 ------------------------------------------------------------------------------ ASSETS Licenses, net - - 103,072 33,666 136,738 Deferred costs and other 7,251 - 17,549 (6,822) 17,978 non-current assets, net Tangible 355 - 626,861 (154,839) 472,377 assets, net Investment in 177,802 233,720 2,175,811 (2,345,809) 241,524 securities Pledged deposits 41,865 - 29,317 (9,073) 62,109 Deferred - - 2,350 (1,175) 1,175 taxation Inventories - - 15,549 (4,832) 10,717 Amounts due 982,246 43,415 869,507 (1,844,420) 50,748 from joint ventures Time deposits - - 12,705 (1,731) 10,974 Cash and cash 4,923 - 60,228 (16,793) 48,358 equivalents Other assets 9,746 - 255,197 39,573 304,516 -------------------------------------------------------------------------------- Total assets 1,224,188 277,135 4,168,146 (4,312,255) 1,357,214 -------------------------------------------------------------------------------- LIABILITIES Corporate 962,000 - - (6,142) 955,858 subordinated debt Other debt and - - 277,077 (37,635) 239,442 financing due after one year Other debt and - - 265,704 (63,978) 201,726 financing due within one year Amounts due to 58 - 7,598 - 7,656 shareholders Amounts due to - 10,869 686,150 (685,305) 11,714 affiliated companies Financial - - - 15,803 15,803 liabilities Other 367,386 1,464 1,174,652 (1,258,224) 285,278 liabilities -------------------------------------------------------------------------------- Total liabilities 1,329,444 12,333 2,411,181 (2,035,481) 1,717,477 -------------------------------------------------------------------------------- EQUITY Share capital 285,511 264,623 1,370,909 (1,639,054) 281,989 and premium Revaluation - - - (366,796) (366,796) reserve Currency - - 3,024 (83,322) (80,298) translation reserve Other (390,767) 179 383,032 (213,164) (220,720) shareholders' equity -------------------------------------------------------------------------------- Total (105,256) 264,802 1,756,965 (2,302,336) (385,825) shareholders' equity -------------------------------------------------------------------------------- Minority interest - - - 25,562 25,562 --------------------------------------------------------------------------------
For the nine months ended September 30, 2001:
Other Millicom Millicom subsidiaries International International and joint Consolidation Cellular Operations ventures adjustments Reported SA BV ------------------------------------------------------------------------------ US $'000 US $'000 US $'000 US $'000 US $'000 ------------------------------------------------------------------------------ ASSETS Goodwill, net - - - 47,402 47,402 Licenses, net - - 112,465 78,394 190,859 Tangible assets, 1,417 - 771,396 (252,829) 519,984 net Investment in 178,067 265,493 1,991,282 (1,983,177) 451,665 securities Pledged deposits 85,745 - 62,803 (113,053) 35,495 Amounts due from 6,554 - 8,200 (3,346) 11,408 affiliates Other current 357 - 56,800 (8,039) 49,118 assets Time deposits - - 14,850 (817) 14,033 Other assets 1,300,161 106,791 1,388,638 (2,402,610) 392,980 -------------------------------------------------------------------------------- Total assets 1,572,301 372,284 4,406,434 (4,638,075) 1,712,944 -------------------------------------------------------------------------------- LIABILITIES Deferred taxation - - 33,235 (12,057) 21,178 Corporate 962,000 - - - 962,000 subordinated debt Other debt and - - 218,430 (44,131) 174,299 financing due after one year Other debt and 171,750 - 301,626 (178,090) 295,286 financing due within one year Amounts due to 115 - 12,963 - 13,078 shareholders Accrued interest 46,867 - 78,804 (32,315) 93,356 and other expenses Other current 52 - 115,967 (24,479) 91,539 liabilities Other liabilities 299,402 107,398 2,166,820 (2,424,690) 148,930 -------------------------------------------------------------------------------- Total liabilities 1,480,185 107,398 2,927,845 (2,715,762) 1,799,666 -------------------------------------------------------------------------------- EQUITY Share capital and 278,990 264,623 1,390,031 (1,654,654) 278,990 premium Revaluation reserve - - - (287,555) (287,555) Currency - - (18,797) (33,791) (52,588) translation reserve Other (186,874) 263 107,355 45,143 (34,113) shareholders' equity -------------------------------------------------------------------------------- Total 92,116 264,886 1,478,589 (1,930,857) (95,266) shareholders' equity -------------------------------------------------------------------------------- Minority interest - - - 8,544 8,544 --------------------------------------------------------------------------------
Millicom International Cellular S.A. is a global telecommunications investor with cellular operations in Asia, Latin America and Africa. It currently has a total of 17 cellular operations and licenses in 16 countries. Millicom's cellular operations have a combined population under license (excluding Tele2) of approximately 369 million people. In addition, Millicom provides high-speed wireless data services in seven countries. Millicom also has a 6.8% interest in Tele2 AB, the leading alternative pan-European telecommunications company offering fixed and mobile telephony, data network and Internet services to over 16 million customers in 21 countries. Millicom's shares are traded on the Nasdaq Stock Market under the symbol MICC. This press release may contain certain "forward-looking statements" with respect to our expectations and plans, strategy, management's objectives, future performance, costs, revenues, earnings and other trend information. It is important to note that our actual results in the future could differ materially from those anticipated in forward-looking statements depending on various important factors. Please refer to the documents we have filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, including our most recent annual report on Form 20-F, for a discussion of certain of these factors. All forward-looking statements in this press release are based on information available to us on the date hereof. All written or oral forward-looking statements attributable to Millicom International Cellular S.A, any Millicom International Cellular S.A members or persons acting on our behalf are expressly qualified in their entirety by the factors referred to above. We do not intend to update these forward-looking statements. Lazard is acting for Millicom International Cellular S.A. in connection with the exchange offer and consent solicitation and no-one else and will not be responsible to anyone other than Millicom International Cellular S.A. for providing the protections offered to clients of Lazard nor for providing advice in relation to the exchange offer or consent solicitation.