Ad hoc announcement acc. to Sec. 15 WpHG: United Internet to acquire freenet's DSL business; preferred distribution partnership agreed
Montabaur, Büdelsdorf, 26th May 2009. United Internet AG's subsidiary 1&1 Internet AG and freenet AG announce that they have today signed an agreement for the acquisition of freenet's DSL business and a preferred distribution partnership in respect of DSL products.
Closing of the transaction is subject to a number of usual conditions, in particular the receipt of clearance from the German Federal Cartel Office. The purchaser will acquire the entire issued share capital of freenet Breitband GmbH.
The agreed purchase price for the acquisition is ca. EUR 123 million, payable as to ca. EUR 70 million in cash and as to 4,583,500 in United Internet shares, which will be paid from treasury shares. To the extent the trading price of a United Internet share is below EUR 12 at the time of the technical migration of freenet's broadband contracts, a compensating per share cash amount, capped at EUR 4 per United Internet share, will be paid. United Internet is also permitted to pay the entire purchase price in cash. The purchase price, which is mainly payable upon completion of the technical migration, will be adjusted on a per contract basis. The final amount paid will therefore depend on the number of DSL contracts ultimately migrated. It is intended that the technical migration be completed before year end 2009.
In connection with the signing of the distribution agreement, which will come into effect after competition clearance of the transaction and have a minimum term until 2014, 1&1 Internet AG has agreed, in addition to payment of market-normal DSL commissions, to pay a premium in the period until end of 2014 of up to 6,551,000 United Internet shares (today's market value ca. EUR 49 million). The premium will be payable in four tranches, depending on achievement of defined annual distribution targets. 1&1 is also permitted to pay the premium in cash.
1&1 Internet AG will acquire all freenet's freenetDSL and freenetKomplett contracts. Customers of associated companies and of wholesale partners are not included in the acquisition and will be retained by freenet. It is estimated that, at the point of technical migration, approx. 700,000 DSL contracts will be transferred to 1&1.
* Transaction values are all based on the XETRA closing price of a United Internet share on 25nd May of EUR 7.53.