TIDMVOD
RNS Number : 5821J
Vodafone Group Plc
13 December 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
LAUNCH OF VOLUNTARY TAKEOVER OFFER BY OAK HOLDINGS AS PART OF
CO-CONTROL PARTNERSHIP FOR VANTAGE TOWERS
13 December 2022
-- BaFin has today approved the publication of the offer
document for Oak BidCo's voluntary takeover offer for Vantage
Towers
-- The acceptance period will be open from 13 December 2022 to 10 January 2023
-- Offer price of EUR32.00 per share represents a 19% premium to
the 3-month volume-weighted average share price, notified as the
minimum price by the BaFin, as well as Grant Thornton's valuation,
prepared in accordance with the IDW S 1 guidelines
-- Oak BidCo has received an irrevocable undertaking from ANISE
ASSET HOLDING PTE. LTD to accept the Takeover Offer, as Vodafone
intends to do for the shares it acquired from DLM-TW Holdings S.À.
R.L. and Oak BidCo will therefore hold a minimum of 88.2% of the
outstanding Vantage Towers share capital at completion of the
Takeover Offer
Vodafone Group Plc ("Vodafone") today notes the launch of the
voluntary takeover offer for Vantage Towers AG ("Vantage Towers")
by Oak Holdings GmbH ("Oak BidCo") following approval from the
Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin") (the
"Takeover Offer"). The Takeover Offer will be open to all minority
shareholders of Vantage Towers.
The acceptance period will be open from 13 December 2022 to 10
January 2023. The Takeover Offer is not subject to a minimum
acceptance threshold and is expected to close in H1 2023 following
the receipt of all regulatory clearances.
The Takeover Offer price of EUR32.00 per share represents a
compelling 19% premium to the 3-month volume-weighted average share
price (EUR26.89) notified by the BaFin as the minimum price for the
Takeover Offer. In addition, the Offer Price equates to a 19%
premium to the equity valuation (EUR26.85) pursuant to the expert
opinion ("Expert Opinion") prepared by Grant Thornton AG
Wirtschaftsprüfungsgesellschaft ("Grant Thornton"), acting as a
neutral and independent expert. The Expert Opinion was prepared in
accordance with the IDW S 1 valuation guidelines. Furthermore, the
offer price equates to a multiple of 26x EV / adjusted EBITDAaL for
the 12-month period ended 31 March 2022.
Oak BidCo will hold a minimum of 88.2% of the outstanding share
capital of Vantage Towers, prior to the receipt of further
acceptances during the Takeover Offer. This comprises the 81.7%
held by Vodafone prior to the announcement of the Takeover Offer,
the irrevocable undertaking provided by ANISE ASSET HOLDING PTE.
LTD equating to 2.4% of the Vantage Towers share capital and the
shares acquired by Vodafone from DLM-TW Holdings S.À. R.L.
representing 4.1% of the Vantage Towers share capital, which it
intends to tender into the Takeover Offer.
The Management Board and Supervisory Board of Vantage Towers had
previously stated, that subject to the review of the offer
document, they intend to recommend that minority shareholders
accept the Takeover Offer.
The offer document and other information pertaining to the
Takeover Offer, including key contact details, have been made
available at the following: https://angebot.wpueg.de/oak/
For more information, please contact :
Investor Relations Media Relations
Investors.vodafone.com Vodafone.com/media/contact
ir@vodafone.co.uk GroupMedia@vodafone.com
Registered Office: Vodafone House, The Connection, Newbury,
Berkshire RG14 2FN, England. Registered in England No. 1833679
About Vodafone
Unique in its scale as the largest pan-European and African
technology communications company, Vodafone transforms the way we
live and work through its innovation, technology, connectivity,
platforms, products and services.
Vodafone operates mobile and fixed networks in 21 countries, and
partners with mobile networks in 47 more. As of 30 September 2022,
we had over 300 million mobile customers, more than 28 million
fixed broadband customers, and 22 million TV customers. Vodafone is
a world leader in the Internet of Things (IoT), connecting more
than 150 million devices and platforms.
We have revolutionised fintech in Africa through M-Pesa, which
celebrates its 15th anniversary in 2022. It is the region's largest
fintech platform, providing access to financial services for more
than 50 million people in a secure, affordable and convenient
way.
Our purpose is to connect for a better future by using
technology to improve lives, digitalise critical sectors and enable
inclusive and sustainable digital societies.
We are committed to reducing our environmental impact to reach
net zero emissions across our full value chain by 2040, while
helping our customers reduce their own carbon emissions by 350
million tonnes by 2030. We are driving action to reduce device
waste and achieve our target to reuse, resell or recycle 100% of
our network waste.
We believe in the power of connectivity and digital services to
improve society and economies, partnering with governments to
digitalise healthcare, education and agriculture and create
cleaner, safer cities. Our products and services support the
digitalisation of businesses, particularly small and medium
enterprises (SMEs).
Our inclusion for all strategy seeks to ensure no-one is left
behind through access to connectivity, digital skills and creating
relevant products and services such as access to education,
healthcare and finance. We are also committed to developing a
diverse and inclusive workforce that reflects the customers and
societies we serve.
For more information, please visit www.vodafone.com , follow us
on Twitter at @VodafoneGroup or connect with us on LinkedIn at
www.linkedin.com/company/vodafone .
About Vantage Towers
Vantage Towers AG is a leading tower company in Europe with
around 83,000 sites in ten countries, connecting people, businesses
and devices in cities and rural areas.
The company was founded in 2020 and is headquartered in
Düsseldorf, Germany. Vantage Towers has been listed on the Deutsche
Börse's Prime Standard Index in Frankfurt since 18 March 2021. On
20 September the company was admitted to the MDAX and TecDAX.
Vantage Towers' portfolio includes towers, masts, rooftop sites,
distributed antenna systems (DAS) and small cells. By building,
operating and leasing this passive infrastructure to MNOs, IoT
providers or public utility companies Vantage Towers is making a
significant contribution to better connectivity and the sustainable
digital transformation of Europe.
For more information, please visit our website at
http://www.vantagetowers.com , follow us on Twitter at
@VantageTowers or connect with us on LinkedIn at
http://www.linkedin.com/company/vantagetowers
Forward-looking statements
The information in this announcement (the "Information") may
constitute or include forward-looking statements. Forward-looking
statements include, without limitation, statements that typically
contain words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar
meaning. By their nature, forward-looking statements involve risks
and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Vodafone
cautions you that forward-looking statements are not guarantees of
the occurrence of such future events or of future performance and
that in particular the actual results of operations, financial
condition and liquidity, the development of the industry in which
Vodafone, the Vodafone Group, Vantage Towers and other persons
involved in the transaction operate and the outcome or impact of
the transaction and related matters on Vodafone, the Vodafone Group
and/or Vantage Towers or other persons may differ materially from
those made in or suggested by the forward-looking statements
contained in the Information. These expectations or any
forward-looking statements could prove to be incorrect, and
outcomes usually cannot be influenced by Vodafone, the Vodafone
Group and/or Vantage Towers. It should be kept in mind that actual
events or consequences may differ materially from expectations.
Vodafone expressly disclaims any obligation or undertaking to
release any updates or revisions to any forward-looking statements
to reflect any change in Vodafone's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any forward-looking statements are based. No representation
or warranty is made that any of these forward-looking statements
will come to pass or that any particular result will be achieved.
Undue influence should not be given to, and no reliance should be
placed on, any forward-looking statement. No statement in the
Information is intended to be nor may be construed as a profit
forecast or valuation.
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