Brief: Telefonica Agrees To Submit Tender Offer Of Shares To Shareholders Of Telefonica Deutschland

Telefonica Deutschland Holding AG

07/11/2023 07:54

Nov 7 (Reuters) - Telefonica SA  TEF.MC :
    * IT HAS AGREED TO SUBMIT TENDER OFFER OF SHARES TO
SHAREHOLDERS
OF TELEFONICA DEUTSCHLAND
    * THROUGH TELEFONICA LOCAL SERVICES ("BIDDER"), VOLUNTARY
PUBLIC
ACQUISITION OFFER IN FORM OF PARTIAL OFFER FOR SHARES
REPRESENTING ABOUT UP TO 28.19% OF SHARE CAPITAL AND VOTING
RIGHTS OF TELEFONICA DEUTSCHLAND
    * TELEFONICA CURRENTLY HOLDS, THE REMAINING 71.81% OF SHARE
CAPITAL AND VOTING RIGHTS OF TELEFONICA DEUTSCHLAND, AND HAS
ADVISED BIDDER THAT IT HAS NO INTENTION TO TENDER ANY SUCH
SHARES INTO OFFER
    * TELEFONICA DIRECTLY HOLDS INSTRUMENTS THAT GIVE IT RIGHT
TO
ACQUIRE APPROXIMATELY 1.32% OF TELEFONICA DEUTSCHLAND’S SHARE
CAPITAL AND VOTING RIGHTS
    * CONSIDERATION OFFERED TO TELEFONICA DEUTSCHLAND
SHAREHOLDERS
AMOUNTS TO 2.35 EUROS IN CASH FOR EACH SHARE, REPRESENTING
PREMIUM OF ABOUT 37.6% OVER TELEFONICA DEUTSCHLAND'S YESTERDAY
CLOSING PRICE
    * NECESSARY FUNDS ARE AVAILABLE TO TELEFONICA TO PAY THE
TOTAL
CONSIDERATION OF THE OFFER
    * BIDDER AND TELEFONICA INTEND TO INCREASE TELEFONICA
DEUTSCHLAND’S CONTRIBUTION TO CONSOLIDATED PROFIT AND CASH FLOWS
ATTRIBUTABLE TO EQUITY HOLDERS OF TELEFONICA
    * BIDDER HAS NO INTENTION TO IMPLEMENT DOMINATION AGREEMENT
AND/OR
PROFIT AND LOSS TRANSFER AGREEMENT
    * OFFER REINFORCES TELEFONICA’S STRATEGY TO FOCUS ON ITS
CORE
GEOGRAPHIES (I.E., SPAIN, BRAZIL, GERMANY AND THE UK) AND ITS
STRONG COMMITMENT TO GERMAN MARKET
    * INTENDS TO PROMOTE REVISION OF THE CURRENT TELEFONICA
DEUTSCHLAND DIVIDEND POLICY BEYOND ALREADY-CONFIRMED EUR 0.18
DIVIDEND PER SHARE FOR FINANCIAL YEAR 2023 AND EXPECTED TO BE
PAID IN 2024
    * BIDDER AND TELEFONICA INTEND TO EVALUATE TELEFONICA
DEUTSCHLAND’S DIVIDEND POLICY OVER TIME JOINTLY WITH TELEFONICA
DEUTSCHLAND’S MANAGEMENT TEAM
    * CONSEQUENTLY, TELEFONICA BELIEVES OFFER PROVIDES
ATTRACTIVE
OPPORTUNITY TO ACCESS LIQUIDITY AT SIGNIFICANT PREMIUM FOR ALL
SHAREHOLDERS, IN PARTICULAR FOR THOSE FOCUSED ON CURRENT
DIVIDEND POLICY
    * ACCEPTANCE PERIOD FOR THE OFFER WILL COMMENCE UPON THE
PUBLICATION OF THE OFFER DOCUMENT
    * THE OFFER WILL NOT BE SUBJECT TO A MINIMUM ACCEPTANCE
THRESHOLD

Source text for Eikon:  ID:nCNM708zFW 
Further company coverage:  TEF.MC 

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