029 Group SE

M&A Activity • Jun 24, 2013

News Details

Takeover Bids | 24 June 2013 07:44

Takeover Offer;

Target company: Kabel Deutschland Holding AG; Bidder: Vodafone Vierte Verwaltungsgesellschaft mbH

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a company of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

—————————————————————————

Announcement of the decision to make a voluntary public takeover offer

(freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1

in conjunction with sections 29 para. 1, 34 of the German Securities

Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Offeror:

Vodafone Vierte Verwaltungsgesellschaft mbH

Ferdinand-Braun-Platz 1

40549 Düsseldorf

Germany

registered with the commercial register of the local court (Amtsgericht) of

Düsseldorf under HRB 47879

Target:

Kabel Deutschland Holding AG

Betastraße 6 – 8

85774 Unterföhring

Germany

registered with the commercial register of the local court (Amtsgericht) of

Munich under HRB 184452

ISIN: DE 000KD88880

WKN: KD8888

Vodafone Vierte Verwaltungsgesellschaft mbH (‘Vodafone’) decided today to

make a voluntary public takeover offer to the shareholders of Kabel

Deutschland Holding AG (the ‘Offer’) for the purchase of their

non-par-value bearer shares (auf den Inhaber lautende Stückaktien) in Kabel

Deutschland Holding AG (the ‘KDH Shares’).

The offer document (in German and a non-binding English translation)

containing the detailed terms and conditions of, and other information

relating to, the Offer will be published on the internet at

http://www.vodafone.com/investor.

The offer document will also be published by way of a notice of

availability in the Federal Gazette (Bundesanzeiger).

Important Notice

The terms and conditions of the Offer will be published in the offer

document only after the permission by the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,

BaFin) has been obtained. Investors and holders of shares in Kabel

Deutschland Holding AG are strongly advised to read the relevant documents

regarding the Offer published by Vodafone Vierte Verwaltungsgesellschaft

mbH when they become available because they will contain important

information. Investors and shareholders of Kabel Deutschland Holding AG

will be able to receive these documents, when they become available, at the

website http://www.vodafone.com/investor. Upon publication, the offer

document will also be available free of charge at a specified location and

will be mailed to investors and shareholders of Kabel Deutschland Holding

AG free of charge upon request.

This announcement is for information purposes only and does not constitute

an invitation to make an offer to sell KDH Shares. This announcement does

not constitute an offer to purchase KDH Shares and is not for the purposes

of Vodafone making any representations or entering into any other binding

legal commitments.

An offer to purchase shares in Kabel Deutschland Holding AG will be solely

made by the offer document which is to be published by Vodafone in due

course and is exclusively subject to its terms and conditions. The terms

and conditions contained in the offer document may differ from the general

information described in this announcement.

Shareholders of Kabel Deutschland Holding AG are strongly recommended to

seek independent advice, where appropriate, in order to reach an informed

decision in respect of the content of the offer document and with regard to

the takeover offer for Kabel Deutschland Holding AG.

The Offer will be issued exclusively under the laws of the Federal Republic

of Germany, especially under the German Securities Acquisition and Takeover

Act (Wertpapiererwerbs- und Übernahmegesetz, (‘WpÜG’)) and the Regulation

on the Content of the Offer Document, Consideration for Takeover Offers and

Mandatory Offers and the Release from the Obligation to Publish and Issue

an Offer (‘WpÜG Offer Regulation’) and certain applicable provisions of

U.S. securities law. The Offer will not be executed according to the

provisions of jurisdictions (including the jurisdictions of Canada,

Australia, and Japan) other than those of the Federal Republic of Germany

and certain applicable provisions of U.S. securities law. Thus, no other

announcements, registrations, admissions or approvals of the Offer outside

the Federal Republic of Germany have been filed, arranged for or granted.

The shareholders of Kabel Deutschland Holding AG cannot rely on having

recourse to provisions for the protection of investors in any jurisdiction

other than such provisions of the Federal Republic of Germany. Any contract

that is concluded on the basis of the Offer will be exclusively governed by

the laws of the Federal Republic of Germany and is to be interpreted in

accordance with such laws.

Vodafone has not approved the publication, sending, distribution, or

dissemination of this announcement or any other document associated with

the Offer by third parties outside the Federal Republic of Germany. Neither

Vodafone nor persons acting in concert with Vodafone within the meaning of

Section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way responsible

for the compliance of the publication, sending, distribution, or

dissemination of this announcement or any other document associated with

the Offer by a third party outside of the Federal Republic of Germany to

any jurisdiction with legal provisions other than those of the Federal

Republic of Germany.

The release, publication or distribution of this announcement in certain

jurisdictions other than the Federal Republic of Germany may be restricted

by law. Persons who are not resident in the Federal Republic of Germany or

who are subject to other jurisdictions should inform themselves of, and

observe, any applicable requirements.

If you are a resident of the United States, please read the following:

The Offer is intended to be made in the United States in reliance on, and

compliance with, Section 14(e) of the US Securities Exchange Act of 1934

(the ‘Exchange Act’) and Regulation 14E thereunder, as exempted thereunder

by Rule 14d-1(d).

In accordance with the intended Offer, Vodafone, certain affiliated

companies and the nominees or brokers (acting as agents) may make certain

purchases of, or arrangements to purchase, shares in Kabel Deutschland

Holding AG outside the Offer during the period in which the Offer remains

open for acceptance. If such purchases or arrangements to purchase are made

they will be made outside the United States and will comply with applicable

law, including the Exchange Act.

Düsseldorf, 24 June 2013

Vodafone Vierte Verwaltungsgesellschaft mbH

The Board of Managing Directors

End of WpÜG announcement

24.06.2013DGAP’s Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Media archive at www.dgap-medientreff.de and www.dgap.de

—————————————————————————

Listed: Zielgesellschaft: Regulierter Markt Frankfurt (Prime Standard);

Freiverkehr Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart