029 Group SE

M&A Activity • May 26, 2011

News Details

Takeover Bids | 26 May 2011 15:20

Takeover Offer;

Target company: Versatel AG; Bidder: VictorianFibre Holding GmbH

Dissemination of an announcement according to the German Securities

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

EquityStory AG.

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

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Amendment to the announcement of the Decision to make a Public Takeover

Offer (öffentliches Übernahmeangebot) pursuant to Section 10 para. 1 in

conjunction with Sections 29, 34 of the German Securities Acquisition and

Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – ‘WpÜG’)

Bidder:

VictorianFibre Holding GmbH

Benrather Straße 18 – 20

D-40213 Düsseldorf

Germany

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

Düsseldorf under HRB 65327

Target:

Versatel AG

Aroser Allee 72

13407 Berlin

Germany

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

Charlottenburg under HRB 106782 B

ISIN: DE000A0M2ZK2 (WKN: A0M2ZK)

On 19 May 2011, VictorianFibre Holding GmbH (the ‘Bidder’), a holding

company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P.,

announced its decision to make a voluntary public takeover offer to the

shareholders of Versatel AG to acquire their registered shares in Versatel

AG (the ‘Versatel Shares’) with no par value against payment of a cash

consideration equal to the volume-weighted average domestic stock exchange

price of the Versatel Shares during the last three months prior to the date

of the announcement of its decision to make such voluntary public takeover

offer on 19 May 2011, but not less than EUR 6.70 per Versatel Share (the

‘Takeover Offer’).

Today, the German Federal Financial Supervisory Authority (Bundesanstalt

für Finanzdienstleistungsaufsicht) has informed the Bidder that the

volume-weighted average domestic stock exchange price of the Versatel

Shares during the last three months prior to the date of the announcement

of its decision to make the Takeover Offer on 19 May 2011 amounts to EUR

6.87. Therefore, the Bidder will offer to acquire the Versatel Shares under

the Takeover Offer against payment of a cash consideration of EUR 6.87 per

Versatel Share.

The offer document and further information relating to the Takeover Offer

will be published on the internet at www.victorianfibre-offer.com.

Further Information:

The Takeover Offer will be made subject to the clearance by the cartel

authorities. Apart from this, the offer will be made on and subject to the

terms and conditions to be set out in the offer document.

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares of Versatel AG. The definite terms and conditions of

the Takeover Offer, as well as further provisions concerning the Takeover

Offer, will be published in the offer document only after the German

Federal Financial Supervisory Authority has granted permission to publish

the offer document. Investors and holders of shares in Versatel AG are

strongly advised to read the offer document and all other relevant

documents regarding the Takeover Offer when they become available, since

they will contain important information.

Düsseldorf, 26 May 2011

VictorianFibre Holding GmbH

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Listed: Regulated Market (Regulierter Markt) in Frankfurt (Prime Standard),

unofficial dealings (Freiverkehr) in Berlin, Düsseldorf, Hamburg, Hannover,

München and Stuttgart

End of WpÜG announcement

26.05.2011DGAP’s Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

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

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

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