Announcement of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1 in conjunction with sections 29 para. 1, 34
of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
Bidder:
Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH)
Ferdinand-Braun-Platz 1
40549 Düsseldorf
Germany
registered with the commercial register of the local court (Amtsgericht) of Düsseldorf under HRB98923
Target:
Vantage Towers AG
Prinzenallee 11-13
40549 Düsseldorf
Germany
registered with the commercial register of the local court (Amtsgericht) of Düsseldorf under HRB92244 ISIN: DE000A3H3LL2
Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH; “Bidder”), a wholly owned indirect subsidiary of Vodafone GmbH that shall become part of a joint venture between Vodafone GmbH and Oak Consortium GmbH (currently still operating under SCUR-Alpha 1539 GmbH), a holding company controlled by Global Infrastructure Management, LLC, and investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (“Oak Consortium”), decided today to make a voluntary public takeover offer to the shareholders of Vantage Towers AG (“Takeover Offer”) for the acquisition of their no-par-value registered shares (auf den Namen lautende nennwertlose Stückaktien) in Vantage Towers AG (DE000A3H3LL2; “Vantage Towers Shares”). The Bidder intends to offer a cash consideration in the amount of EUR32.00 per Vantage Share. In connection with the Takeover Offer, the Bidder will also acquire all Vantage Towers Shares currently held by Vodafone GmbH (currently 413,347,708 Vantage Towers Shares, corresponding to approx. 81.72% of the issued share capital and the existing voting rights of Vantage Towers AG).
The Bidder expects to make the Takeover Offer subject to completion conditions relating to certain regulatory clearances and other customary closing conditions.
In addition, the Bidder, Vodafone GmbH, Oak Consortium and Vantage Towers AG have entered into a business combination agreement dealing with the terms of the investment of the joint venture in Vantage Towers AG.
The Bidder further intends to implement a domination and profit and loss transfer agreement in accordance with sections 291 et seq. of the Stock Corporation Act with the Bidder as dominating entity and Vantage Towers AG as dominated entity and/or, if a shareholding of 95% of the share capital is reached, a squeeze-out of the minority shareholders of Vantage Towers AG pursuant to sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz).
The offer document for the Takeover Offer (in German and a non-binding English translation) containing the detailed terms and conditions of, and other information relating to, the Takeover Offer, respectively, will be published on the internet at
The offer document for the Takeover 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 Takeover 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 the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). 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 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.
The Takeover Offer will be made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d).
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 its 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 Takeover Offer, before, during or after the period in which the Takeover 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 Management, LLC, 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”. (...) Vodafone GmbH, Oak Consortium and the Bidder caution you that forwardlooking 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, 9 November 2022
Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH)
Managing Directors
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