November 10, 2023 | Telecom | Europe | Ended

Telefonica Deutschland Holding / Telefonica: Deal Insight

Spanish telecommunications giant Telefonica announced on 7-Nov-23 a public takeover offer to acquire the 28.19% stake that it does not control in its German subsidiary, Telefonica Deutschland Holding. In addition to the stake it already owns, Telefonica holds instruments that confer the right to acquire an additional 1.32% of the target. The offer will be launched by another Telefonica wholly-owned subsidiary, Telefonica Local Services GmbH, at €2.35 cash per share, implying a one-day premium of 37.6%. The offer document will be published after it is approved by BaFin, at which point the acceptance period will commence (expected in early- to mid-December 2023). The companies expect the acceptance period to run through mid-January 2024, and they do not anticipate making an additional acceptance period available to shareholders who do not accept. The M&A announcement mentions that the offer will be subject to a customary market MAC clause and regulatory approvals, “to the extent required.” Most notable is the absence of a minimum acceptance condition. Settlement is expected within eight days after the expiry of the acceptance period, provided all other conditions for closing are fulfilled. For those considering a back-end strategy, Telefonica has neither mentioned intentions for a subsequent delisting offer nor a squeeze-out, but the company has categorically affirmed that it does not intend to pursue a domination and profit and loss transfer agreement (DA) ...

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