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Corporate | 7 June 2017 19:40

Drillisch AG: Reasoned statement: Management Board and Supervisory Board support transaction – no specific recommendation on concurrent tender offer

DGAP-News: Drillisch AG / Key word(s): Offer

07.06.2017 / 19:40

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

Press release

Reasoned statement: Management Board and Supervisory Board support transaction – no specific recommendation on concurrent tender offer

Maintal, June 7, 2017. Today, the Management Board and the Supervisory Board of Drillisch Aktiengesellschaft issued their joint statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) on the concurrent voluntary public tender offer by United Internet AG. The Management Board and the Supervisory Board have thoroughly reviewed the offer while taking into account the circumstances of the offer, in particular the overall transaction agreed with United Internet for a step-by-step acquisition of 1&1 Telecommunication SE by Drillisch.

In their statement, the Management Board and the Supervisory Board emphasize that the planned overall transaction entails considerable potential for value creation for Drillisch shareholders. The anticipated synergies from the overall transaction will amount to up to EUR250 million annually. They result in particular from more efficient use of network capacities available to Drillisch as well as the expansion of the product portfolio through future technologies. Drillisch shareholders, who do not accept the offer and therefore retain their shareholding in Drillisch, should vote in favor of the proposed capital increase by way of contribution in kind in the extraordinary general meeting on June 25, 2017. Provided the resolution is passed, they can thereby participate in these synergies and potential for value creation.

On the other hand, based on a stand-alone fundamental valuation, i.e. without consideration of the growth and synergy potential connected with the completion of the overall transaction, the Management Board and the Supervisory Board consider the price offered by United Internet for the concurrent tender offer to be adequate. This assessment takes into account the results of the fairness opinions prepared by the Management Board’s and Supervisory Board’s financial consultants as well as the statements of the valuation report obtained by the Management Board in preparation for the overall transaction.

Given that, on the one hand, an overall transaction is agreed that results in considerable potential for value creation, but, on the other hand, the Management Board and the Supervisory Board regard the offer price, when considered in isolation, to be adequate, the Management Board and the Supervisory Board refrain from issuing a specific recommendation to the Drillisch shareholders. Each Drillisch shareholder must decide on their own whether to accept the offer or not, taking into consideration the circumstances and their personal situation.

The full reasoned statement of the Management Board and the Supervisory Board is available on Drillisch’s corporate website at: https://www.drillisch.de/investor-relations/tender-offer.

About Drillisch

With 3.62 million mobile customers as of March 31, 2017, Drillisch AG is one of the largest network-independent telecommunications providers in Germany. The company offers a comprehensive portfolio of products and services for mobile voice and data services. In the premium segment, Drillisch concentrates on its brands smartmobil.de (with soccer star Lukas Podolski as its brand ambassador) as well as yourfone, which lends its name to the more than 200 stores Drillisch operates in top locations in German cities. In addition, many other successful mobile communications brands are part of Drillisch AG, including simply, sim.de, McSim, helloMobil, WinSim and discoTEL.

Contact

Drillisch AG

Press:

Archibald Preuschat

Telephone: +49 (6181) 412-143

E-mail: [email protected]

Investor Relations:

Oliver Keil

Telephone: +49 (6181) 412-200

E-mail: [email protected]

Important note:

This publication is neither an offer to purchase nor a solicitation of an offer to sell shares of Drillisch Aktiengesellschaft. 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. Investors and holders of shares of Drillisch Aktiengesellschaft 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.

To the extent that this publication 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 Drillisch Aktiengesellschaft. Such forward-looking statements are based on current plans, estimates and forecasts which Drillisch Aktiengesellschaft has 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 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. Drillisch Aktiengesellschaft does not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.

Contact:

Oliver Keil

Head of Investor Relations

Mail: [email protected]

07.06.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.

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

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Language:	English
Company:	Drillisch AG
	Wilhelm-Röntgen-Straße 1-5
	63477 Maintal
	Germany
Phone:	+49 (0)6181 412 218
Fax:	+49 (0)6181 412 183
E-mail:	[email protected]
Internet:	www.drillisch.de
ISIN:	DE0005545503
WKN:	554550
Indices:	TecDAX
Listed:	Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart, Tradegate Exchange