KDG: Fulfilment of the Completion Condition
- Convenience Translation -
Vodafone Vierte Verwaltungs AG
Düsseldorf, Germany
Announcement of the fulfilment of the completion condition
On 22 December 2020, Vodafone Vierte Verwaltungs AG, Düsseldorf, Germany, (the "Bidder") published the offer document for its voluntary tender offer to the shareholders of Kabel Deutschland Holding AG, Unterföhring, Germany, to acquire their no-par value bearer shares (ordinary shares) in Kabel Deutschland Holding AG (ISIN DE000KD88880) (the "KDG Shares") against payment of a cash consideration of EUR 103.00 per share of Kabel Deutschland Holding AG (the "Tender Offer"). The acceptance period for the Tender Offer ended on 1 February 2021, 24:00 hrs (local time Frankfurt am Main, Germany).
Notification about the fulfilment of completion condition
Pursuant to Section 9 of the offer document, the Tender Offer and the agreements with the shareholders of Kabel Deutschland Holding AG which came into existence as a result of the acceptance of the Tender Offer will only be completed if the completion condition has been fulfilled within the period specified therein or validly waived by the Bidder.
On 10 February 2021, the German Federal Ministry for Economic Affairs and Energy (Bundesministerium für Wirtschaft und Energie) has issued a clearance certificate for the acquisition of the KDG Shares pursuant to the Tender Offer. The completion condition set out in Section 9.1 ("Foreign Investment Control Clearance") of the offer document is therefore fulfilled now.
Therefore, the completion condition set out in the offer document has been fulfilled. The Tender Offer is expected to be settled on 19 February 2021 by crediting the offer consideration to the account of the respective custodian bank at Clearstream Banking AG simultaneously with (Zug um Zug gegen) the transfer of the tendered KDG Shares to the Bidder.
Düsseldorf, 11 February 2021
Vodafone Vierte Verwaltungs AG
The Management Board
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