EQS-News

Management Board and Supervisory Board jointly recommend acceptance of the voluntary public acquisition offer

EQS-News: Telefónica Deutschland Holding AG / Key word(s): Offer Management Board and Supervisory Board jointly recommend acceptance of the voluntary public acquisition offer 13.12.2023 / 08:29 CET/CEST The issuer is solely responsible for the content of this announcement.

MUNICH, 13 December 2023

Management Board and Supervisory Board jointly recommend acceptance of the voluntary public 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”).

After a careful review of the offer document published by the Bidder on 5 December 2023, the Management Board and the Supervisory Board of Telefónica Deutschland consider the Offer to be fair from a financial point of view. In assessing the fairness of the Offer from a financial point of view, the Management Board and Supervisory Board have also taken into consideration the fairness opinions of their respective financial advisors Citi and Goldman Sachs.

The Management Board and the Supervisory Board conducted the review separately and independently of each other. The Management Board and – based on the recommendation of its specially established Acquisition Offer Committee, which is composed exclusively of independent members – the Supervisory Board of Telefónica Deutschland support the Bidder’s Offer and recommend the shareholders to accept the Offer.

Irrespective of this recommendation, the Management Board and the Supervisory Board point out that all shareholders of Telefónica Deutschland must decide for themselves in each individual case whether or not to accept the Offer, taking into account the overall circumstances as well as their personal situation and assessment of the possible future development of the value and the stock exchange price of the Telefónica Deutschland Shares.