Telefónica Successfully Increases Stake in Telefónica Deutschland Through Voluntary Acquisition Offer

Telefónica Successfully Increases Stake in Telefónica Deutschland Through Voluntary Acquisition Offer

(IN BRIEF) Telefónica, through its subsidiary Telefónica Local Services GmbH, has successfully completed its voluntary partial acquisition offer to the shareholders of Telefónica Deutschland Holding AG. During the acceptance period from November 7, 2023, to January 17, 2024, Telefónica increased its ownership stake in Telefónica Deutschland from approximately 71.81% to approximately 93.10%, investing EUR 1,483 million in cash. The offer was accepted by shareholders holding 7.86% of Telefónica Deutschland’s shares, and Telefónica also acquired an additional 13.43% of share capital and voting rights outside the offer. This transaction does not require regulatory approval and is expected to settle on January 26, 2024.

(PRESS RELEASE) MADRID, 22-Jan-2024 — /EuropaWire/ — Telefónica (BME: TEF), a Spanish multinational telecommunications company, through its wholly-owned subsidiary Telefónica Local Services GmbH, is pleased to announce the successful completion of its voluntary public acquisition offer, structured as a partial offer, to the shareholders of Telefónica Deutschland Holding AG (“Telefónica Deutschland”).

During the acceptance period, which commenced on November 7, 2023, and concluded on January 17, 2024, at 24:00 CET, Telefónica significantly increased its ownership stake in Telefónica Deutschland from approximately 71.81% to approximately 93.10%. This strategic move involved a total cash investment of EUR 1,483 million.

Shareholders representing 7.86% of Telefónica Deutschland’s shares accepted the Offer. Additionally, during the period since the Offer’s announcement, Telefónica has acquired approximately 13.43% of Telefónica Deutschland’s share capital and voting rights. This includes the settlement of financial instruments that granted Telefónica the right to acquire around 1.32% of Telefónica Deutschland’s share capital.

Notably, this transaction does not require regulatory approval for completion. As a result, the Bidder foresees that the Offer’s settlement and the payment of the offer price will take place on January 26, 2024.

About Telefónica S.A.
Telefónica is a listed company and one the largest telecommunications service providers in the world. The company offers fixed and mobile connectivity as well as a wide range of digital services for residential and business customers. With close to 384 million customers, Telefónica operates in Europe and Latin America.

About Telefónica Deutschland Holding AG
Telefónica Deutschland is one of the leading integrated telecommunications providers in Germany, serving more than 44 million mobile accesses (including 1.7 million M2M accesses) and 2.3 million broadband accesses.

Legal Disclaimer
This press release is for information purposes and neither represents an offer to purchase or sell nor a solicitation of an offer to purchase, sell or tender shares of Telefónica Deutschland. The complete terms and conditions of the Offer were published in the offer document, which is available at https://www.td-offer.com. Where appropriate, it is furthermore recommended that investors and shareholders seek independent advice in order to receive individual assessment regarding the Offer.
The Offer was conducted exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of the U.S. securities laws. Any contract concluded on the basis of the Offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
The Bidder and/or persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG reserved the right to acquire, or make arrangements to acquire, Telefónica Deutschland shares other than in the course of the Offer on or off the stock exchange during the period in which the Offer remained open for acceptance or after the expiry of the acceptance period, provided that such acquisitions or arrangements to acquire comply with the applicable German statutory provisions, in particular the WpÜG, and the applicable provisions under the U.S. Securities Exchange Act of 1934, as amended. Information about such acquisitions or arrangements to acquire would be disclosed in the form prescribed by law.
The Offer was not made to (nor were tenders accepted from or on behalf of) holders of shares in any state or country in which the making of the Offer or the acceptance thereof would not be in compliance with the securities or other laws of such state or country.

Media contact:

Telefónica, S.A.
Corporate Communications Department
email: prensatelefonica@telefonica.com

FGS Global, Tanja Dorr
phone: +49 160 99 27 19 75
email: tanja.dorr@fgsglobal.com

SOURCE: Telefónica, S.A.