EQS-WpÜG: Tender Offer / Target company: Vantage Towers AG; Bidder: Oak Holdings GmbH

Announcement of the decision to make a public delisting tender offer (Delisting-Erwerbsangebot) pursuant to section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) in conjunction with section 39 para. 2 sent. 3 no. 1 of the German Stock Exchange Act (Börsengesetz, BörsG)

Bidder:

Oak Holdings GmbH
Ferdinand-Braun-Platz
140549
Düsseldorf
Germany

registered with the commercial register of the local court (Amtsgericht) of Düsseldorf under HRB 98923

Target:

Vantage Towers AG
Prinzenallee 11-13
40549 Düsseldorf
Germany

registered with the commercial register of the local court (Amtsgericht) of Düsseldorf under HRB 92244

ISIN: DE000A3H3LL2
 

Oak Holdings GmbH (the “Bidder”), a wholly owned indirect subsidiary of Vodafone GmbH that will become part of a joint venture between Vodafone GmbH and Oak Consortium GmbH, a holding company controlled by funds managed or advised by Global Infrastructure Partners and investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (“Oak Consortium”), decided today to make a public delisting tender offer to the shareholders of Vantage Towers AG (the “Delisting Offer”) for the acquisition of their no-par-value registered shares (auf den Namen lautende nennwertlose Stückaktien) in Vantage Towers AG (DE000A3H3LL2; the “Vantage Towers Shares”). The Bidder intends to offer a cash consideration in the amount of EUR 32.00 per Vantage Towers Share.

The Bidder and Vantage Towers AG have, subject to customary conditions, agreed on this day that Vantage Towers AG will apply for the revocation of the admission to trading of the Vantage Towers Shares on the regulated market of Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) prior to the expiration of the acceptance period of the Delisting Offer and that Vantage Towers AG will take all reasonable steps and actions to end any inclusion of Vantage Towers Shares for trading on the open market (Freiverkehr) of the stock exchanges in Berlin (including the inclusion in the Berlin Second Regulated Market), Düsseldorf, Hamburg, Hannover, Munich and Stuttgart, via Tradegate Exchange and any other stock exchange that Vantage Towers AG becomes aware of.

The Delisting Offer will not be subject to completion conditions.

The offer document for the Delisting Offer (in German and a non-binding English translation) containing the detailed terms and conditions of, and other information relating to, the Delisting Offer, respectively, will be published on the internet at

https://angebot.wpueg.de/oak/

The offer document for the Delisting Offer will also be published by way of a notice of availability in the German Federal Gazette (Bundesanzeiger) and will be accessible on the website of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”).

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Vantage Towers Shares. The terms and further provisions regarding the Delisting Offer by the Bidder to the shareholders of Vantage Towers AG will be set forth in the offer document which will be published following approval of its publication by BaFin. Holders of Vantage Towers Shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, in relation to the matters therein.

The Delisting Offer to the Vantage Towers Shareholders for the acquisition of all Vantage Towers Shares is implemented in accordance with German law, in particular the provisions of the BörsG and the WpÜG, and certain applicable securities law provisions of the United States of America (the “United States”).

The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its affiliates and/or brokers acting on their behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Vantage Towers Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, Vantage Towers Shares, other than pursuant to the Delisting Offer, before, during or after the period in which the Delisting Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases would be disclosed as required by law or regulation in Germany or other relevant jurisdictions.

This announcement may contain statements about Vodafone GmbH and/or its affiliates (together “Vodafone Group”), KKR & Co. Inc. and/or investment funds, vehicles and accounts advised and managed by any of its subsidiaries (together the “KKR Entities”), Global Infrastructure Partners, and/or its affiliated entities as well as advised and managed investment funds (together the “GIP Entities”) or Vantage Towers AG and/or its subsidiaries (together “Vantage Group”) that are or may be “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 GmbH, Oak Consortium and the Bidder caution 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 Group, the KKR Entities, the GIP Entities and Vantage Group operate and the outcome or impact of the acquisition and related matters on Vodafone Group, the KKR Entities, the GIP Entities and/or Vantage Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, Vodafone GmbH, Oak Consortium and the Bidder do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Düsseldorf, 20 March 2023

Oak Holdings GmbH

Managing Directors