Vodafone Group Plc - Vodafone Tender Offer for KDG minority holdings
Vodafone announces Tender Offer for Kabel Deutschland minority holdings
Vodafone Group Plc ("Vodafone Group") and its wholly-owned subsidiary Vodafone Vierte Verwaltungs AG ("Vodafone KDG") (together, "Vodafone") announce today a tender offer to all other shareholders of Kabel Deutschland Holding AG ("KDG").
Vodafone will offer the KDG shareholders cash consideration of
The consideration for the shares of the Accepting Shareholders in KDG who have given irrevocable undertakings is
The Offer is beneficial to Vodafone and will:
· be immediately accretive for both adjusted earnings per share and free cash flow per share;
· be neutral to Vodafone Group's credit ratings; and
· reduce Vodafone's exposure to ongoing legal proceedings related to the KDG acquisition.
The Offer compares to the current 30 day VWAP of
Background to the Offer
Vodafone announced its intention to acquire KDG in
Pursuant to the DPLTA, Vodafone undertook to pay to the minority shareholders of KDG an annually recurring net compensation of
At the instigation of the KDG minority shareholders, the Munich District Court (LG München 1) considered the adequacy of the mandatory cash offer made to minority shareholders in Vodafone's takeover of KDG. In
Other relevant aspects in relation to the Offer
· In considering the value of the Offer, Vodafone anticipated the likely future guaranteed compensation payments to be made to the minority shareholders in KDG, as well as the Put Option value of the shares once the court process concludes and the risks and expenses related to the legal proceedings. In accepting the Offer, KDG shareholders will agree to waive their rights to any proceeds resulting from the ongoing court process.
· The acquisition of KDG shares from the Accepting Shareholders who have provided irrevocable undertakings will increase Vodafone's reported net debt as at
· For the purposes of the
· As a result of the agreement to tender their shares in KDG to Vodafone, the Accepting Shareholders will withdraw their appeal from the court of appeal in
· The Offer will be conditional on clearance under German foreign investment legislation.
· The acceptance period will begin on
· The German offer document will together with an English convenience translation be published on the following website: https://investors.vodafone.com/individual-shareholders/KDG-offer
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