Vodafone Vierte Verwaltungsgesellschaft mbH (“Vodafone”) published its decision to make a voluntary public takeover offer to the shareholders of Kabel Deutschland Holding AG (the “KDH Shareholders”) to acquire all shares in Kabel Deutschland Holding AG (the “KDH Shares”) by way of a voluntary public takeover offer (the “Takeover Offer”).
On the following pages you will find the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) as well as further information regarding the intended Takeover Offer. In due course, the offer document and additional mandatory publications under the terms of the WpÜG will also be made available on the following pages.
The announcements made on this website do not constitute an invitation to make an offer to sell KDH Shares. With the exception of the offer document which is yet to be published, announcements made on this website also do not constitute an offer to purchase KDH Shares and are not for the purposes of Vodafone making any representations or entering into any other binding legal commitments. An offer to purchase shares in KDH Deutschland Holding AG is solely made by the offer document which will be published on this website following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and will be exclusively subject to its terms and conditions. The terms and conditions of the Takeover Offer may differ from the general information described on the following pages. To the extent legally permissible, Vodafone reserves the right to change the terms and conditions of the Takeover Offer.
KDH Shareholders are strongly recommended to read the offer document once it has been published and any related documents in connection with the Takeover Offer, since they contain important information, and to seek independent advice where appropriate in order to reach a reasoned decision in respect of the content of the offer document and the Takeover Offer itself.
The Takeover Offer will be issued exclusively under the laws of the Federal Republic of Germany, especially under the 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 Takeover 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 Takeover Offer outside the Federal Republic of Germany have been filed, arranged for or granted. The KDH Shareholders 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 this Takeover Offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
The publication, sending, distribution, or dissemination of the offer document, which will be available on the following pages following its publication, or any other document associated with the Takeover Offer outside of the Federal Republic of Germany and the United States may fall under the scope of legal provisions of other jurisdictions than those of the Federal Republic of Germany and the United States in which the publication, sending, distribution, or dissemination of the offer document are subject to legal restrictions. The offer document which is yet to be published and other documents associated with the Takeover Offer therefore may not be sent by third parties to countries or be published, distributed, or disseminated in countries if and to the extent that such sending, publication, distribution, or dissemination would violate applicable laws or will depend on observing official procedures or the granting of approval or the satisfaction of additional conditions and these have not been satisfied.
Vodafone has not approved the publication, sending, distribution, or dissemination of the offer document which is yet to be published or any other document associated with the Takeover 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 of WpÜG are in any way responsible for the compliance of the publication, sending, distribution, or dissemination of the offer document or any other document associated with the Takeover Offer outside of the Federal Republic of Germany to any jurisdiction with the legal provisions other than those of the Federal Republic of Germany.
The announcements and the information on this website contain specific forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to Vodafone and Kabel Deutschland Holding AG’s financial condition, results of operations and businesses and certain of Vodafone and Kabel Deutschland Holding AG’s plans and objectives, including any expected synergies or savings contemplated by the completion of the Offer.
These statements do not represent facts and may be characterised by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions, or current expectations of Vodafone and the persons acting in concert with Vodafone pursuant to Section 2 para. 5 sentence 1 and sentence 3 of WpÜG with respect to possible future events, e.g., regarding possible consequences of the Takeover Offer for Kabel Deutschland Holding AG, for those KDH Shareholders who choose not to accept the Takeover Offer or for future financial results of Kabel Deutschland Holding AG. Such forward-looking statements are based on current plans, estimates and forecasts which Vodafone and the persons acting in concert with Vodafone pursuant to section 2 para. 5 sentence 1 and sentence 3 of WpÜG 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 and uncertainties that are difficult to predict and generally cannot be influenced by Vodafone and persons acting in concert with Vodafone within the meaning of Section 2 para. 5 sentence 1 and sentence 3 of WpÜG. The forward-looking statements contained in this website could turn out to be incorrect and/or future events and developments could considerably deviate from the forward-looking statements contained in this website. No assurances can be given that the forward-looking statements in the offer document which is yet to be published or any other document associated with the Takeover Offer will be realised. Subject to compliance with applicable law and regulations, Vodafone neither intends to update these forward-looking statements nor to undertake any obligation to do so.
If you are a resident of the United States, please read the following:
The Takeover 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 Takeover Offer, Vodafone, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, KDH Shares outside the Takeover Offer during the period in which the Takeover 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.