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EQS-News: Telefónica Deutschland Holding AG / Key word(s): Offer/Statement
Telefónica Deutschland's Management Board and Supervisory Board jointly recommend acceptance of the public delisting
acquisition offer
2024-03-26 / 17:32 CET/CEST
The issuer is solely responsible for the content of this announcement.
Management Board and Supervisory Board jointly recommend acceptance of the public delisting acquisition offer
The Management Board and the Supervisory Board of Telefónica Deutschland Holding AG ("Telefónica Deutschland") today
issued their Joint Reasoned Statement on the voluntary public acquisition offer ("Offer") by Telefónica Local Services
GmbH ("Bidder"), of which Telefónica, S.A. is the sole shareholder, for all shares of Telefónica Deutschland not
directly held by the Bidder ("Telefónica Deutschland Shares") against a cash consideration of EUR 2.35 per share
("Offer Price").
Against this backdrop, the Management Board and the Supervisory Board of Telefónica Deutschland refer to the decision
announced on 7 March 2024 that considering all circumstances, including limited free float remaining and declining
stock liquidity, they have concluded that a delisting of Telefónica Deutschland's shares is in the Company's best
interest. This decision is particularly based on the Management Board's and the Supervisory Board's view that the
listing has lost its relevance for the Company and, therefore, the delisting is favourable with regards to strategic
and financial considerations.
After a careful review of the offer document published by the Bidder on 20 March 2024, the Management Board and the
Supervisory Board of Telefónica Deutschland consider the Offer to be fair from a financial point of view. The
Management Board and the Supervisory Board of Telefónica Deutschland refrained from obtaining additional fairness
opinions. Since the publication of the joint reasoned statement on 13 December 2023 on the public acquisition offer by
the Bidder from 5 December 2023 neither the capital market nor the interest rate environment nor the Company's business
plan and strategy nor the financial performance of the Company have changed in such a way that such changes
individually or collectively would lead to a different valuation of Telefónica Deutschland.
The Management Board and the Supervisory Board conducted the review separately and independently of each other. The
Management Board and - based on the recommendation of its specially established Acquisition Offer Committee, which is
composed exclusively of independent members - the Supervisory Board of Telefónica Deutschland support the Bidder's
Offer and recommend the shareholders to accept the Offer.
Irrespective of this recommendation, the Management Board and the Supervisory Board point out that all shareholders of
Telefónica Deutschland must decide for themselves in each individual case whether or not to accept the Offer, taking
into account the overall circumstances as well as their personal situation and assessment of the possible future
development of the value and the stock exchange price of the Telefónica Deutschland Shares.
The acceptance period for the Offer has commenced with the publication of the offer document on 20 March 2024, and is
expected to expire on 18 April 2024, 24:00 hours CEST. Alongside other customary terms and conditions, the Offer
provides for the non-occurrence of a more precisely defined material deterioration in the market environment. The
details of the Offer can be found in the Bidder's offer document, which is available on the following website: https://
www.td-offer.com.
The Joint Reasoned Statement by the Management Board and the Supervisory Board of Telefónica Deutschland can be found
on the Company's website at https://www.telefonica.de/investor-relations-en.html in section 'Legal information' in
German, or translated into English (the translation, however, is non-binding). Copies of the statement are also
available at the offices of Telefónica Deutschland Holding AG, Georg-Brauchle-Ring 50, 80992 Munich, Germany. Notice of
publication and availability free of charge is given in the German Federal Gazette.
Further information
Telefónica Deutschland Holding AG
Investor Relations
Georg-Brauchle-Ring 50
80992 München
Christian Kern, Director Investor Relations; (m) +49 179 9000 208
Marion Polzer, CIRO, Head of Investor Relations; (m) +49 176 7290 1221
(t) +49 89 2442 1010
ir-deutschland@telefonica.com
www.telefonica.de/investor-relations

2024-03-26 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.

Archive at www.eqs-news.com  
Language:     English 
Company:      Telefónica Deutschland Holding AG 

Georg-Brauchle-Ring 50
80992 München
Germany

Phone:        +49 (0)89 24 42 0 
Internet:     www.telefonica.de 
ISIN:         DE000A1J5RX9 
WKN:          A1J5RX 
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, 

Hamburg, Munich, Stuttgart, Tradegate Exchange
EQS News ID: 1867449

End of News EQS News Service
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1867449 2024-03-26 CET/CEST

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END) Dow Jones Newswires

March 26, 2024 12:33 ET (16:33 GMT)