Hungarian Telephone and Cable Corporation (together with its subsidiaries, HTCC) completed its acquisition of Invitel Távközlési Szolgáltató Zrt. (Transaction) on 27 April 2007 pursuant to the terms of a Sale and Purchase Agreement, dated as of 8 January 2007, between HTCC and Invitel Holdings N.V. Through HTCC Holdco I B.V., a direct subsidiary, HTCC acquired 100% of the shares of Matel Holdings N.V. (Matel), and thereby indirectly 99.98% of Invitel Távközlési Szolgáltató Zrt. (Invitel) for total consideration of EUR 470 million. Under the Hungarian Competition Act (HCA) HTCC requested the Hungarian Competition Office (HCO) to approve the Transaction. At the outset, the HCO examined whether the Transaction constitutes a notifyable concentration under the merger control provisions of the

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