17.07.17, 01:03 pm
Accompanying voluntary tender offer for Drillisch: Final acceptance rate amounts to 1.78 percentShare
Montabaur, July 17, 2017. As part of the step-by-step acquisition of 1&1 Telecommunication SE by Drillisch AG under the umbrella of United Internet AG, United Internet today announces the final result of the accompanying voluntary tender offer for Drillisch: As at the expiry of the additional acceptance period on July 12, 2017, the tender offer has been accepted for a total of 1,224,157 Drillisch shares. This corresponds to a stake of approximately 1.78 percent in Drillisch, based on a total number of 68,826,818 million issued Drillisch shares (as of June 30, 2017). Together with its existing shareholding, United Internet now directly and indirectly holds a total stake of approximately 30.95 percent in Drillisch.
United Internet had published the voluntary tender offer on May 26, 2017, including an acceptance period until June 23, 2017, followed by the additional acceptance period. The tender offer gave Drillisch shareholders the opportunity to tender their no-par value bearer shares in Drillisch AG (ISIN DE 0005545503), each representing a proportionate amount of EUR 1.10 of the share capital, at a price of EUR 50.00 per share.
With the expiry of the voluntary tender offer United Internet has successfully concluded a further step towards creating a strong fourth player in the German telecommunications market. The complete acquisition of 1&1 Telecommunication by Drillisch and the completion of the overall transaction agreed upon with Drillisch on May 12, 2017 are now only subject to the effective approval of the Drillisch shareholders. If they approve the proposed capital increase at the extraordinary general meeting on July 25, 2017, United Internet’s interest in Drillisch will increase upon registration of the capital increase in the commercial register to at least 73.11 percent, including the shares tendered into the offer. The overall transaction is still expected to be completed by the end of 2017.
This publication is neither an offer to purchase nor a solicitation of an offer to sell shares of United Internet AG (“United Internet Shares”) or of Drillisch Aktiengesellschaft (“Drillisch Shares”). The terms of the takeover offer by United Internet AG as well as other terms pertaining to the takeover offer are contained in the offer document of United Internet AG as approved by the German Federal Financial Supervisory Authority. The offer document is available at www.united-internet.de/investor-relations/uebernahme/. Investors and holders of Drillisch Shares are strongly advised to read the offer document and as well as all other documents related to the takeover offer when they are made available because they will contain important information.
The voluntary takeover offer for the Drillisch Shares is implemented solely in accordance with German law and certain applicable provisions of the law of the United States of America (the "United States"). An implementation of the takeover offer according to provisions of other jurisdictions does not occur.
The takeover offer will be made in the United States pursuant an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Securities Exchange Act”) and the takeover offer will otherwise be made solely in accordance with the applicable regulatory requirements in Germany. Accordingly, the takeover offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law. No U.S. federal or state securities commission or regulatory authority has approved or disapproved of the transaction or passed upon the adequacy or accuracy of the information in the offer related documents. Any representation to the contrary is a criminal offence in the United States of America (“United States”).
To the extent that this announcement contains forward-looking statements, also with respect to the takeover offer, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such forward-looking statements express the intentions, opinions or current expectations and assumptions of United Internet AG and the persons acting together with United Internet AG as well as of Drillisch Aktiengesellschaft. Such forward-looking statements are based on current plans, estimates and forecasts which United Internet AG and the persons acting together with United Internet AG and the persons acting together with United Internet AG as well as Drillisch Aktiengesellschaft have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks, uncertainties and changes in the accompanying circumstances that are difficult to predict and usually cannot be influenced by United Internet AG or the persons acting together with United Internet AG or by Drillisch Aktiengesellschaft. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. United Internet AG and the persons acting together with United Internet AG as well as Drillisch Aktiengesellschaft do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.PDF