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KDG Boards recommend Vodafone bid

August 2, 2013

Following the commencement of Vodafone’s voluntary public takeover offer for the entire share capital of Kabel Deutschland, the Management Board and Supervisory Board of Kabel Deutschland Holding AG have published their joint statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz/WpÜG) on the offer document from Vodafone Vierte Verwaltungsgesellschaft mbH dated July 30, 2013.

Following an in-depth appraisal, the joint statement recommends acceptance of the offer to shareholders.

The Management Board and Supervisory Board consider the offer to be in the interest of Kabel Deutschland Holding AG, its shareholders, the workforce and its other stakeholders. In particular, the following factors were taken into account:

  • The Management Board and Supervisory Board consider the valuation of €87 per share to be fair from a financial point of view. This assessment was confirmed in separate fairness opinions by both Morgan Stanley and Perella Weinberg Partners. The valuation is based on an offer price of €84.50 per share plus the dividend of €2.50 per share for the past fiscal year 2012/13.
  • The Management Board and Supervisory Board see a lot of potential in the combination with Vodafone and signed a Business Combination Agreement (BCA) prior to the announcement of the tender offer on June 24, 2013. According to the BCA, Vodafone does not intend to cause operation related redundancies or major location closures for its duration. Kabel Deutschland’s headquarter will also remain in Unterfoehring.
  • The combination is expected to strengthen the market positions of both companies. According to the BCA, the management of Kabel Deutschland will take responsibility of the combined consumer fixed line business in Germany, including product development and marketing. Housing association customers will continue to be served by Kabel Deutschland.

All members of the Management Board and Supervisory Board have stated that they will accept the offer for the shares they hold.

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