Voluntary public acquisition offer to the shareholders of Telefónica Deutschland Holding AG by Telefónica Local Services GmbH
Disclaimer – Legal Information
You have accessed the website containing documents and information relating to the voluntary public acquisition offer in the form of a partial offer made by Telefónica Local Services GmbH to the shareholders of Telefónica Deutschland Holding AG.
Visitors of this website are requested to read the following legal information and to confirm their acknowledgement at the bottom of this page in order to be redirected to the website containing the documents and information on the voluntary public acquisition offer in the form of a partial offer referred to above.
Important Legal Information
On 7 November 2023, Telefónica Local Services GmbH (the “Bidder”) published the announcement of its decision to make a voluntary public acquisition offer in the form of a partial offer to the shareholders of Telefónica Deutschland Holding AG (“Telefónica Deutschland” and “Telefónica Deutschland Shareholders”, respectively) (the “Offer”).
On this website you will find the offer document published on 5 December 2023, which contains the full terms and conditions of the Offer, the announcement of the decision to make the Offer pursuant to Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) dated 7 November 2023, announcements made from time to time pursuant to Section 23 WpÜG as well as other information regarding the Offer. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has permitted the publication of the offer document on 5 December 2023. All information and documents contained in or made available on this website are for information purposes only and to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG - Angebotsverordnung) (together with the WpÜG, the “German Takeover Law”) and certain applicable securities laws of the United States of America (the “United States”). The Offer will be implemented solely in accordance with the German Takeover Law and, to the extent applicable, U.S. tender offer rules under the U.S. Securities Exchange Act of 1934, as amended (“U.S. Exchange Act”), including Regulation 14E thereunder. Any decision to accept the Offer should be made solely on the basis of the information contained in the offer document.
The Offer relates to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Offer has not been and will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any such securities regulator, including the U.S. Securities and Exchange Commission.
Telefónica Deutschland Shareholders whose place of residence, seat or place of habitual abode is in the United States should note that this Offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Exchange Act and the shares of which are not registered under Section 12 of the U.S. Exchange Act. The Offer is being made in the United States in reliance on the Tier 2 exemption in Rule 14d-1 under the U.S. Exchange Act from certain requirements of the U.S. Exchange Act. The Offer is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States.
The Bidder and/or persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG may acquire or make arrangements to acquire Telefónica Shares other than in the course of the Offer on or off the stock exchange from the time of the publication of the Bidder’s decision to launch the Offer pursuant to section 10 para. 1 sentence 1 WpÜG on 7 November 2023, until the expiry of the acceptance period of the Offer, provided that such acquisitions or arrangements to acquire do not occur in the United States, and comply and are conducted in accordance with the applicable German statutory provisions, in particular the German Takeover Law, and the applicable provisions under the U.S. Exchange Act.
For Telefónica Deutschland Shareholders whose place of residence, seat or place of habitual abode is outside of the Federal Republic of Germany, it may be difficult to enforce rights and claims arising outside of the laws of their country of residence, seat or place of habitual abode. This is due to the fact that Telefónica Deutschland is incorporated in the Federal Republic of Germany and some or all of its officers and directors may be residents of a country other than such Telefónica Deutschland Shareholders’ respective country of residence, seat or place of habitual abode. It may not be possible for Telefónica Deutschland Shareholders to sue in a court in their own country of residence, seat or place of habitual abode a foreign company such as Telefónica Deutschland or its officers or directors for violations of the laws of their own country of residence, seat or place of habitual abode. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court in the country of residence, seat or place of habitual abode of the relevant Telefónica Deutschland Shareholder.
The Offer is being made solely pursuant to the terms and conditions of the offer document. The information and documents contained in or made available on this website do not constitute an invitation to make an offer to sell or acquire shares in Telefónica Deutschland. The terms and conditions of the Offer may differ from the general information contained on this website. The Bidder reserves the right to amend the terms and conditions of the Offer to the extent permitted by law.
Access to this website, and any acceptance of the Offer, outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. Telefónica Deutschland Shareholders outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area or the United States are advised to inform themselves of the relevant applicable statutory provisions and to comply with them. The Bidder assumes no responsibility for determining whether accessing this website or accepting the Offer from outside such jurisdictions is permissible under applicable law.
I hereby confirm that I have read the above legal notices and information.