Ad-hoc Disclosure acc. to Art. 17 MAR: United Internet AG: Public share buyback offer resolved / Termination of current share buyback program / United Internet sells shares in Rocket Internet
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Publication of an insider information pursuant to Article 17 (1) of Regulation (EU) 596/2014 on market abuse (Market Abuse Regulation - MAR)
Montabaur, December 9, 2019. The management board of United Internet AG decided today, with the approval of the Supervisory Board, to make a public share buyback offer to the shareholders of United Internet AG for a total of up to 9,000,000 shares at a price per share of EUR 29.65.
Concurrently, Rocket Internet SE today irrevocably undertook to accept United Internet AG's public share buyback offer for 8,135,804 shares held by Rocket Internet SE. In the event that the United Internet AG's public share buyback offer is oversubscribed, a proportional allocation will be made to Rocket Internet SE.
With the public share buyback offer resolved today, United Internet AG makes use of the authorization granted by the annual general meeting on May 18, 2017, under which up to 10% of the company's share capital may be bought back by September 18, 2020. All purposes permissible under the authorization of the Annual General Meeting of May 18, 2017 may be considered for the use of repurchased shares. The shares may also be cancelled.
This authorisation by the annual general meeting has so far been made use of through the share buyback programme, which was announced in the ad hoc notification on 14 August 2019 and the initial announcement on 15 August 2019. Accordingly, in the period from 16 August 2019 to 31 March 2020 at the latest, the company's own shares could be repurchased exclusively via the stock exchange at a total acquisition cost of up to EUR 192,000,000 (excluding incidental acquisition costs), up to a maximum of 6,000,000 shares. To date, 3,919,999 treasury shares have been acquired as part of this share buyback program. The management board today decided to terminate this share buyback program prematurely with effect from the end of today at the latest.
United Internet AG currently holds a total of 8,622,989 treasury shares. This corresponds to approx. 4.21% of the company's share capital.
With the approval of the supervisory board, the management board also resolved today, and the United Internet subsidiary United Internet Investments Holding AG & Co. KG has irrevocably undertaken, to accept a public share buyback offer by Rocket Internet SE for up to 15,076,729 shares for all shares indirectly held by United Internet AG in Rocket Internet SE (11,219,841 shares) against payment of the offer price of EUR 21.50 per share. In the event that the public share buyback offer of Rocket Internet SE is oversubscribed, the declarations of acceptance will be considered proportionately, i.e., in proportion to the maximum number of Rocket Internet shares to be acquired under the public share buyback offer of Rocket Internet SE. Insofar as United Internet Investments Holding AG & Co. KG are not included in the allocation, Oliver Samwer, CEO of Rocket Internet SE, personally acquires these shares at a price of EUR 21.50 per share until June 30, 2020. The shares will be delivered concurrently against payment of the purchase price.
More details of the public share buyback offer are included in the offer document, which is available prior to the acceptance period on the website of United Internet AG (www.united-internet.de) under "Investor Relations – Offer" and will subsequently also be available in the Federal Gazette (Bundesanzeiger) (www.bundesanzeiger.de).
This notice may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This communication is not directed at or for transmission to, or use by, any person who is a national or resident of any state, country or other jurisdiction, or who is located in any jurisdiction where the transmission, publication, availability or use of this communication would be contrary to applicable law or would require any registration or license within such jurisdiction. Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America by any means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, but is not limited to, fax transmission, electronic mail, telex, telephone and the Internet. Copies of this Offer and other related documents may not be sent or transmitted to or within the United States of America. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase any securities of the Company in the United States of America, Germany or any other jurisdiction. This release contains forward-looking statements. These statements are based on the current views, expectations and assumptions of United Internet AG management and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied. Actual results, results or events could differ materially from those described herein due to, among other things, changes in the general economic environment or competitive situation, risks associated with capital markets, foreign exchange rate fluctuations and competition from other companies, changes in a foreign or domestic legal system, particularly with respect to the tax environment, which affect United Internet AG, or other factors. United Internet AG assumes no obligation to update forward-looking statements.