EQS-Adhoc:Telefónica Deutschland Holding AG: Voluntary public acquisition offer by Telefónica Local Services GmbH

 

Telefónica Local Services GmbH today published its decision to make a voluntary public acquisition offer in the form of a partial offer pursuant to Section 10 para. 1 and para. 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”)

The Management Board and the Supervisory Board of Telefónica Deutschland Holding AG will review and comment on the relevant offer document as soon as it has been submitted to BaFin and the Company in accordance with the statutory provisions.

 

Bidder:

Telefónica Local Services GmbH

Adalperostraße 82-86

85737 Ismaning

Germany

 

registered with the commercial register of the local court of Munich under HRB 287256

 

Target:

Telefónica Deutschland Holding AG

Georg-Brauchle-Ring 50

80992 Munich

Germany

registered with the commercial register of the local court of Munich under HRB 201055

ISIN: DE000A1J5RX9 / WKN: A1J5RX

 

Information by the Bidder:

Today, Telefónica Local Services GmbH (the “Bidder”) has decided to make a voluntary public acquisition offer in the form of a partial offer to the shareholders of Telefónica Deutschland Holding AG, with registered office in Munich, Germany (“Telefónica Deutschland”), to acquire up to 838,452,647 non-par value registered shares in Telefónica Deutschland not already directly held by the Bidder, corresponding to approximately 28.19% of the share capital and the voting rights of Telefónica Deutschland, each share representing a proportionate amount of EUR 1.00 of the share capital of Telefónica Deutschland (ISIN DE000A1J5RX9) (the “Telefónica Deutschland Shares”). The offer provides for payment of a cash consideration of EUR 2.35 per Telefónica Deutschland Share (the “Offer”), representing a premium of approximately (i) 37.6% over Telefónica Deutschland’s yesterday closing price and (ii) 36.3% over Telefónica Deutschland’s volume-weighted average price during the three months prior to this announcement. The definitive number of Telefónica Deutschland Shares subject to the Offer will be set forth in the offer document.

The Bidder is a direct wholly-owned subsidiary of Telefónica, S.A., with registered office in Madrid, Spain. Telefónica, S.A. has and will ensure that the Bidder will have the necessary funds available to pay the total consideration of the Offer at the time the cash consideration will be due. Telefónica, S.A. currently indirectly holds 2,059,117,075 Telefónica Deutschland Shares, corresponding to approximately 69.22% of Telefónica Deutschland’s share capital and voting rights, and directly holds 76,985,271 Telefónica Deutschland Shares, corresponding to approximately 2.59% of Telefónica Deutschland’s share capital and voting rights. In addition, Telefónica, S.A. directly holds instruments that give Telefónica, S.A. the right to acquire approximately 1.32% of Telefónica Deutschland’s share capital and voting rights. Telefónica, S.A. has advised the Bidder that it has no intention to tender any of its directly or indirectly held Telefónica Deutschland Shares into the Offer.

In the context of the Offer, Telefónica, S.A. intends to promote a revision of the current Telefónica Deutschland dividend policy beyond the already-confirmed EUR 0.18 dividend per share for financial year 2023 and expected to be paid in 2024. Telefónica Deutschland’s future dividend policy will be reflective of the needs resulting from the implementation of its current business plan and, accordingly be subject among other things to Telefónica Deutschland’s future spending and investment plans, as well as to other existing or potential risks and contingencies. The Bidder and Telefónica, S.A. intend to evaluate Telefónica Deutschland’s dividend policy over time jointly with Telefónica Deutschland’s management team. Consequently, Telefónica, S.A. believes the Offer provides an attractive opportunity to access liquidity at a significant premium for all shareholders, in particular for those focused on the current dividend policy.

The Bidder has no intention to implement a domination agreement and/or profit and loss transfer agreement.

The Offer will be made in accordance with the terms and conditions set forth in the offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). The offer document and other information relating to the Offer will be available at https://www.td-offer.com.

The acceptance period for the Offer will commence upon the publication of the offer document. The Offer will be subject to a customary market MAC (Material Adverse Change) condition and may be subject to regulatory approval, to the extent required. The Offer will not be subject to a minimum acceptance threshold.

Important Notice:

This announcement is for information purposes and neither represents an offer to purchase or sell nor a solicitation of an offer to purchase, sell or tender shares of Telefónica Deutschland. The complete terms and conditions of the Offer will be published in the offer document after the approval of the offer document by the German Federal Financial Supervisory Authority. The Bidder reserves the right, to the extent legally permissible, to change the terms referred to herein in the final terms and conditions of the Offer.

Investors and shareholders of Telefónica Deutschland are strongly advised to read the offer document and any relevant documents in connection with the Offer as soon as such documents are published as they will contain important information. Where appropriate, it is furthermore recommended that investors and shareholders seek independent advice in order to receive individual assessment regarding the Offer.

The Offer will be conducted exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of the U.S. securities laws. Any contract concluded on the basis of the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

The Bidder and/or persons acting jointly with the Bidder within the meaning of section 2 para. 5 sentences 1 and 3 WpÜG may acquire, or make arrangements to acquire, Telefónica Deutschland Shares other than in the course of the Offer on or off the stock exchange prior to publication of the offer document and/or during the period in which the Offer remains open for acceptance, provided that such acquisitions or arrangements to acquire comply with the applicable German statutory provisions, in particular the WpÜG, and the applicable provisions under the U.S. Securities Exchange Act of 1934. If any such acquisitions are made prior to the publication of the offer document, the number of Telefónica Deutschland Shares subject to the Offer may be less than 838,452,647 Telefónica Deutschland Shares and the definitive number of Telefónica Deutschland Shares subject to the Offer will be set forth in the offer document. Information about such acquisitions or arrangements to acquire will be disclosed (i) if consummated prior to the publication of the offer document, in the offer document and (ii) if consummated during the period in which the Offer remains open for acceptance, in the form prescribed by section 23 para. 2 WpÜG, with a non-binding English translation being made available on the Bidder’s website at https:///www.td-offer.com. Any information about such acquisitions or arrangements that is made public in Germany will be made publicly available in the United States.