KEY HIGHLIGHTS
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Deadline to tender into the offer is Wednesday, 11 September 2013,
24.00 hours (Frankfurt am Main local time)
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All offer terms and conditions remain unchanged and will not be amended
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Merger clearance required by the European Commission only
OFFER EXPIRY
Vodafone reminds all shareholders in Kabel Deutschland Holding AG
("KDH") that the acceptance period of the voluntary public takeover
offer (the "Offer") for KDH by Vodafone Vierte Verwaltungs AG (formerly
Vodafone Vierte Verwaltungsgesellschaft mbH), a subsidiary of Vodafone
Group Plc (“Vodafone”), ends on Wednesday, 11 September 2013, 24.00
hours (Frankfurt am Main local time). Accordingly, Vodafone urges all
shareholders who have not tendered to date to do so as the Offer will
lapse if the 75% minimum acceptance condition is not met by then. There
will not be any additional acceptance period should the 75% acceptance
condition not be met by Wednesday, 11 September 2013.
Please note that financial intermediaries, custodian banks or brokers
may have individually set earlier deadlines for their receipt of
acceptance instructions in order to process these properly and in time.
Vodafone, therefore, advises KDH shareholders to contact their financial
intermediaries, custodian banks or brokers as soon as possible to
clarify the applicable deadline by which tender instructions need to be
submitted.
OFFER TERMS
Vodafone confirms that all terms and conditions of the Offer remain
unchanged and will not be amended, including inter alia the Offer price
and the minimum acceptance condition for the Offer of 75%.
KDH shareholders who have not yet accepted the Offer can tender their
shares for the Offer price of EUR 84.50 per KDH share in cash. If the
settlement of the Offer occurs prior to the day on which the general
meeting of KDH shareholders resolves on the EUR 2.50 proposed dividend
for the financial year ending 31 March 2013, the Offer consideration
will automatically be increased by EUR 2.50 per KDH share to EUR 87.00
per KDH share.
MERGER CLEARANCE
Germany's Federal Cartel Office (Bundeskartellamt) (“FCO”) confirmed to
Vodafone that it would not request the European Commission to refer the
Offer to the FCO for its approval, and the deadline for making such
request expired on Friday, 6 September 2013.
The European Commission is expected to complete its Phase I review of
the Offer by Friday, 20 September 2013.
The Offer is subject to the full terms and conditions set out in the
offer document.
Disclaimer
This announcement is for information purposes only and does not
constitute an invitation to make an offer to sell KDH shares. This
announcement does not constitute an offer to purchase KDH shares and is
not for the purposes of Vodafone making any representations or entering
into any other binding legal commitments.
An offer to purchase shares in KDH will be solely made by the offer
document published by Vodafone Vierte Verwaltungsgesellschaft mbH (now
called Vodafone Vierte Verwaltungs AG) on 30 July 2013 and is
exclusively subject to its terms and conditions. The terms and
conditions contained in the offer document may differ from the general
information described in this announcement.
KDH shareholders are strongly recommended to read the offer document and
any related documents since they will contain important information, and
to seek independent advice, where appropriate, in order to reach an
informed decision in respect of the content of the offer document and
with regard to the voluntary public offer for KDH.
The Offer will be issued exclusively under the laws of the Federal
Republic of Germany, especially under the German Securities Acquisition
and Takeover Act (“Takeover Act”) and the Regulation on the Content of
the Offer Document, Consideration for Takeover Offers and Mandatory
Offers and the Release from the Obligation to Publish and Issue an Offer
(“Takeover Offer Regulation”) and certain applicable provisions of U.S.
securities law. The Offer will not be executed according to the
provisions of jurisdictions (including the jurisdictions of Australia
and Japan) other than those of the Federal Republic of Germany and
certain applicable provisions of U.S. securities law. Thus, no other
announcements, registrations, admissions or approvals of the Offer
outside the Federal Republic of Germany have been filed, arranged for or
granted. The KDH Shareholders cannot rely on having recourse to
provisions for the protection of investors in any jurisdiction other
than such provisions of the Federal Republic of Germany. Any contract
that is 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.
Vodafone has not approved the publication, sending, distribution, or
dissemination of this announcement or any other document associated with
the Offer by third parties outside the Federal Republic of Germany.
Neither Vodafone nor persons acting in concert with Vodafone within the
meaning of Section 2 para. 5 sentence 1 and sentence 3 of the Takeover
Act are in any way responsible for the compliance of the publication,
sending, distribution, or dissemination of this announcement or any
other document associated with the Offer by a third party outside of the
Federal Republic of Germany to any jurisdiction with legal provisions
other than those of the Federal Republic of Germany.
The release, publication or distribution of this announcement in
certain jurisdictions other than the Federal Republic of Germany may be
restricted by law. Persons who are not resident in the Federal Republic
of Germany or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
If you are a resident of the United States, please read the following:
The Offer is intended to be made in the United States in reliance on,
and compliance with, Section 14(e) of the US Securities Exchange Act of
1934 (the “Exchange Act”) and Regulation 14E thereunder, as exempted
thereunder by Rule 14d-1(d).
In accordance with the intended Offer, Vodafone, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in KDH outside
the Offer during the period in which the Offer remains open for
acceptance. If such purchases or arrangements to purchase are made they
will be made outside the United States and will comply with applicable
law, including the Exchange Act.
Goldman Sachs International / UBS
Goldman Sachs International, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority
and the Prudential Regulation Authority in the United Kingdom, is acting
for Vodafone and no one else in connection with the Offer and will not
be responsible to anyone other than Vodafone for providing the
protections afforded to clients of Goldman Sachs International, or for
giving advice in connection with the Offer or any matter referred to
herein.
UBS, which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting for Vodafone and
no one else in connection with the Offer and will not be responsible to
anyone other than Vodafone for providing the protections afforded to
clients of UBS, or for giving advice in connection with the Offer or any
matter referred to herein.
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