The Kabel Deutschland (KDG) management and supervisory boards have recommended shareholders accept Vodafone’s €87 per share takeover offer, saying they believe both companies will be strengthened by the deal.
The German cableco’s boards…
The Kabel Deutschland (KDG) management and supervisory boards have recommended shareholders accept Vodafone’s €87 per share takeover offer, saying they believe both companies will be strengthened by the deal.
The German cableco’s boards announced today that, following an in-depth appraisal of the offer, they consider the €87 per share valuation “fair” from a financial perspective – an assessment confirmed by separate fairness opinions from Morgan Stanley and Perella Weinberg Partners.
As previously reported, the valuation is based upon an offer price of €84.50 per share, plus a €2.50 per share dividend for the 2012/13 fiscal year.
If all KDG shareholders take up the offer, which has an acceptance threshold of 75%, Vodafone will have to pay a total €7.48bn (US$9.88bn) for 88.5 million shares.
In their joint statement, the boards said they see “a lot of potential” in the combination with UK-based Vodafone. They noted that the business combination agreement signed before the announcement of the tender offer on 24 June states that, for its duration, Vodafone does not plan to make operation-related redundancies or close major locations. KDG’s headquarters will remain in Unterfoehring.
The agreement also provides that KDG management will be responsible for the combined consumer fixed-line business in Germany, including product development and marketing. KDG will also continue to serve housing association customers.
Commenting on the boards’ recommendation to shareholders, KDG CEO Adrian von Hammerstein said: “We consider the offer to be financially attractive and strategically promising. Kabel Deutschland and Vodafone complement each other ideally.”
All management and supervisory board members have said they will accept the offer for their shares.
Vodafone launched its public takeover offer on 30 July and has given KDG shareholders until 11 September to tender their shares, aiming to settle the deal by early June 2014 at the latest. However, the operator said the deal could close as early as October this year if the European Commission clears the deal after a phase one investigation.
Vodafone previously said its combination with KDG will “create a leading integrated communications operator in Vodafone’s largest European market”.
