On 30 July 2013, Vodafone Vierte Verwaltungs AG (formerly Vodafone
Vierte Verwaltungsgesellschaft mbH), Düsseldorf, Germany (the “Bidder”),
published the offer document (the “Offer Document”) for its
voluntary public takeover offer (the “Takeover Offer”) to
the shareholders of Kabel Deutschland Holding AG, Unterföhring,
Deutschland (“KDH”), to acquire all non-par value bearer shares
(ISIN DE000KD88880) in KDH (collectively the “KDH Shares” and
individually “KDH Share”).
Pursuant to Section 16 para. 2 sentence 1 of the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz
– „WpÜG“) all shareholders of KDH that have not accepted the
Takeover Offer may still do so until 30 September 2013, 24:00 hrs (local
time at Frankfurt am Main) according to the provisions of the Offer
Document. Those KDH Shares for which the Takeover Offer has validly been
accepted are referred to as “Tendered KDH Shares”.
I. Notification regarding the fulfilment of all completion conditions
Pursuant to Section 13.1 of the Offer Document the Takeover Offer and
the agreements which come into existence as a result of accepting the
Takeover Offer were subject to the completion conditions set out in
Sections 13.1.1 to 13.1.3. The last outstanding completion condition in
Section 13.1.1 of the Offer Document (Merger control clearance) has now
been fulfilled. On 20 September 2013, the transaction has been declared
compatible with the internal market in accordance with the EU Merger
Regulation by the EU-Commission. Thereby, all completion conditions of
the Takeover Offer are fulfilled.
II. Termination of the stock exchange trading in Tendered KDH Shares
The stock exchange trading in Tendered KDH Shares on the regulated
market of the Frankfurt Stock Exchange (cf. Section 11.8 of the Offer
Document) is expected to end after regular stock exchange trading hours
on 7 October 2013.
III. Settlement of the Takeover Offer
For the settlement of the Takeover Offer Commerzbank Aktiengesellschaft,
Frankfurt am Main, as central settlement agent for the Takeover Offer,
has to transfer the offer consideration to the depository banks
simultaneously with transfer of title to the Tendered KDH Shares
pursuant to Section 11.6 of the Offer Document. Settlement of the
Takeover Offer is expected to occur on 14 October 2013.
As the settlement of the Takeover Offer will therefore take place
following the annual general meeting of KDH on 10 October 2013 the
shareholders of KDH will pursuant to Section 4 of the Offer Document
first receive the dividend resolved upon in the annual general meeting
of KDH, which was announced to amount to EUR 2.50 per KDH Share. By way
of the settlement of the Takeover Offer the shareholders in KDH having
accepted the Takeover Offer will receive EUR 84.50 per KDH Share from
the Bidder.
IV. Domination and profit and loss transfer agreement
Today, the Bidder has approached KDH in order to enter into negotiations
on the conclusion of a domination and profit and loss transfer agreement
pursuant to Sections 291 et seq. of the German Stock Corporation Act (Aktiengesetz
– AktG).
Copyright Business Wire 2013