United Internet AG

M&A Activity • Aug 9, 2005

News Details

Ad-hoc | 9 August 2005 20:12

Financing of the extensive alliance between United Internet AG and WEB.DE AG

Ad hoc announcement §15 WpHG Mergers & Aquisitions Financing of the extensive alliance between United Internet AG and WEB.DE AG Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— Ad hoc announcement acc. to § 15 WpHG Financing of the extensive alliance between United Internet AG and WEB.DE AG Montabaur, August 9, 2005. The Executive Board and Supervisory Board of United Internet AG (ISIN: DE 000 508 903 1), Elgendorfer Strasse 57, 56410 Montabaur, Germany, have today formulated resolutions concerning the financing of the extensive alliance between the United Internet Group and WEB.DE AG (ISIN: DE 000 529 650 3), Karlsruhe, Germany. As stated in the ad hoc announcement of May 13, 2005, United Internet AG and its affiliated companies on the one hand and WEB.DE AG on the other have concluded contracts concerning a comprehensive alliance. According to the terms of this contract, WEB.DE AG is to transfer its Internet Portal business segment with all employees, technologies, assets as well as trademarks and licenses to the United Internet Group. In return, WEB.DE AG is to receive mainly a cash sum of EUR 200 million plus 5.8 million United Internet AG shares. Under certain conditions WEB.DE AG may receive 2 million shares and a cash amount of EUR 100 million instead of the 5.8 million shares. In this case, the total compensation amount would consist of a cash payment of EUR 300 million and the transfer of 2 million shares. In order to finance the cash payment, the Supervisory Board of United Internet AG today approved the decision of the Executive Board to use the company’s own funds amounting to approx. EUR 100 million and to commission BayernLB and WestLB AG to arrange a credit consortium for a Euro-loan of up to EUR 200 million. BayernLB and WestLB AG have each given United Internet AG an underwriting commitment for EUR 100 million. Should total compensation include a cash amount of EUR 300 million, there would thus also be sufficient cash funds available. With regard to the provision of 5.8 million shares in United Internet AG to WEB.DE AG, the Supervisory Board has approved the decision of the Executive Board to raise the company’s capital stock by an amount of EUR 3,800,000 from EUR 58,127,637 to EUR 61,927,637, using Authorized Capital 2005, by issuing 3.8 million new no-par registered shares in return for non- cash contribution and under exclusion of subscription rights. WEB.DE AG is to receive a further 2 million shares in United Internet AG from the company’s stock of treasury shares. Should compensation consist of EUR 300 million in cash and 2 million shares, the capital increase will not be carried out and 2 million shares from the company’s stock of treasury shares will be transferred to WEB.DE AG. Approval for the deal has already been granted by the Supervisory Boards of both companies as well as by the respective antitrust authorities. The annual shareholders meeting of WEB.DE AG adopted the necessary resolutions with a majority of 99%. The transaction, including the capital increase, is expected to be completed during the course of 2005. Marcus Schaps Press spokesman United Internet AG United Internet AG Elgendorferstrasse 57 56410 Montabaur Germany Phone: +49 2602/96-1076 Mobile: +49 173/5112703 Fax: +49 2602/96-1013 E-mail: mschaps@united-internet.de Internet: http://www.united-internet.de United Internet AG Elgendorfer Straße 57 56410 Montabaur Deutschland ISIN: DE0005089031 (TecDAX) WKN: 508903 Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart End of ad hoc announcement (c)DGAP 09.08.2005 092012 Aug 05