EQS-News

Telefónica Deutschland's Management Board and Supervisory Board jointly recommend acceptance of the public delisting acquisition offer

EQS-News: Telefónica Deutschland Holding AG / Key word(s): Offer/Statement Telefónica Deutschland's Management Board and Supervisory Board jointly recommend acceptance of the public delisting acquisition offer 26.03.2024 / 17:32 CET/CEST The issuer is solely responsible for the content of this announcement. Management Board and Supervisory Board jointly recommend acceptance of the public delisting acquisition offer

 The Management Board and the Supervisory Board of Telefónica Deutschland Holding AG ("Telefónica Deutschland") today issued their Joint Reasoned Statement on the voluntary public acquisition offer (“Offer”) by Telefónica Local Services GmbH (“Bidder”), of which Telefónica, S.A. is the sole shareholder, for all shares of Telefónica Deutschland not directly held by the Bidder ("Telefónica Deutschland Shares") against a cash consideration of EUR 2.35 per share (“Offer Price”).

Against this backdrop, the Management Board and the Supervisory Board of Telefónica Deutschland refer to the decision announced on 7 March 2024 that considering all circumstances, including limited free float remaining and declining stock liquidity, they have concluded that a delisting of Telefónica Deutschland’s shares is in the Company's best interest. This decision is particularly based on the Management Board’s and the Supervisory Board’s view that the listing has lost its relevance for the Company and, therefore, the delisting is favourable with regards to strategic and financial considerations.

After a careful review of the offer document published by the Bidder on 20 March 2024, the Management Board and the Supervisory Board of Telefónica Deutschland consider the Offer to be fair from a financial point of view. The Management Board and the Supervisory Board of Telefónica Deutschland refrained from obtaining additional fairness opinions. Since the publication of the joint reasoned statement on 13 December 2023 on the public acquisition offer by the Bidder from 5 December 2023 neither the capital market nor the interest rate environment nor the Company's business plan and strategy nor the financial performance of the Company have changed in such a way that such changes individually or collectively would lead to a different valuation of Telefónica Deutschland.