Telefónica launches a takeover bid to acquire the 5.65% it lacks in its German subsidiary for 395 million

It would thus reach 100% of the share capital of Telefónica Deutschland, of which it now owns 94.35% directly and indirectly.

The delegated committee of Telefónica has agreed to present a public exclusion offer with the aim of acquiring what remains of its German subsidiary, 5.65% of the capital, for a maximum amount of 395 million euros, as reported this Thursday the operator.

In this way, this exclusion offer may be accepted for a maximum of 168,076,494 shares of Telefónica Deutschland, which represent approximately 5.65% of the share capital and which coincide with the number of shares that the Telefónica group does not own. currently.

Last November, Telefónica launched a voluntary takeover bid for its German subsidiary with which it managed to increase its stake in Telefónica Deutschland from 71.81% to a percentage greater than 93%, for a global amount of 1,483 million euros.

As of today, Telefónica is the direct and indirect owner of approximately 94.35% of the share capital and voting rights of Telefónica Deutschland, so if it acquired 5.65% in this new takeover bid, it would achieve 100 % of the capital of its German subsidiary.

The consideration offered then, 2.35 euros in cash for each share, is the same that will be offered in this new exclusion takeover bid, which will not be subject to conditions.

"Telefónica considers that the exclusion offer offers the remaining shareholders of Telefónica Deutschland a new window of liquidity at an attractive price," the operator highlighted in a statement.

Telefónica has assured that it has at its disposal the necessary funds to pay the maximum total consideration of almost 395 million euros for 5.65% of the capital of its German subsidiary.

EXCLUSION FROM NEGOTIATION

The operator has also signed an agreement with Telefónica Deutschland by virtue of which its German subsidiary has committed to supporting its exclusion from negotiation.

Thus, trading in Telefónica Deutschland shares on the regulated market of the Frankfurt Stock Exchange will end once the effective delisting from trading occurs, which may lead to an additional reduction in liquidity and price availability of the shares. shares of Telefónica Deutschland from that moment on. This in turn may cause a drop in the share price.

The delisting will also reduce Telefónica Deutschland's financial reporting obligations as it will no longer be required to comply with the financial reporting obligations applicable to a listed company.

The Spanish company has also indicated that the general meeting of shareholders of Telefónica Deutschland that will decide on the distribution of the dividend corresponding to the 2023 financial year will be held several weeks after the settlement of the offer and not before mid-June 2024.

DEADLINES OF THE IPO AND DIVIDEND POLICY

The acceptance period for the exclusion offer is scheduled to start at the end of March/beginning of April 2024 and the settlement of the offer, scheduled for the end of April/beginning of May, "will take place as soon as possible after completion." of the acceptance period", as specified by the operator.

Telefónica has informed Telefónica Deutschland that it currently has no intention of supporting the payment of dividends beyond the already confirmed dividend of 0.18 euros per share corresponding to the 2023 financial year.

The operator has also stated that it intends to analyze Telefónica Deutschland's dividend policy together with the management team of its German subsidiary, although currently "it does not see it necessary to pay dividends in the future above the minimum required by the applicable regulations." ".

Likewise, Telefónica has communicated that it has no intention of implementing a dominance and/or transfer of profits and losses agreement or of initiating a 'squeeze-out'.