Oak Holdings GmbH launches voluntary takeover offer for Vantage Towers shares

• Offer document published today following approval by the BaFin
• Acceptance period runs from today to 10 January 2023
• Cash consideration of EUR 32.00 per Vantage Towers share represents a 19% premium to the 3 month volume-weighted average share price notified by the BaFin as well as Grant Thornton’s valuation, prepared in accordance with the IDW S 1 guidelines
• Management Board and Supervisory Board of Vantage Towers welcomes the Takeover Offer

Today, Oak Holdings GmbH (the “Bidder”) has received approval from the Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”) to publish the offer document for its takeover offer for all the outstanding no-par-value registered shares (auf den Namen lautende Stückaktien ohne Nennbetrag) in Vantage Towers AG (ISIN DE000A3H3LL2; “Vantage Towers Shares”) not presently held by the Bidder (the “Takeover Offer”).

The acceptance period will start on 13 December 2022 and run until 10 January 2023. During this period, Vantage Towers shareholders will have the opportunity to tender their Vantage Towers Shares into the Takeover Offer. The Takeover Offer is not subject to a minimum acceptance threshold. The Takeover Offer is expected to close in H1 2023, following the receipt of all regulatory clearances.

The Bidder offers a cash consideration of EUR 32.00 per Vantage Towers Share for the Takeover Offer (“Offer Price”) to Vantage Towers’ minority shareholders. The Offer Price represents a compelling, 19% premium to the 3 month volume weighted average price (EUR 26.89) notified as a minimum price by the BaFin for the Takeover Offer. In addition, the Offer Price equates to a 19% premium to the equity valuation (EUR 26.85) pursuant to the expert opinion (“Expert Opinion”) prepared by Grant Thornton AG Wirtschaftsprüfungsgesellschaft (“Grant Thornton”), acting as a neutral (neutraler Gutachter) and independent expert (unabhängiger Sachverständiger). The Expert Opinion was prepared in accordance with the IDW S 1 valuation guidelines. The Bidder encourages all minority shareholders to accept the Takeover Offer.

The Bidder has entered into an irrevocable undertaking with ANISE ASSET HOLDING PTE. LTD to accept the Takeover Offer; ANISE ASSET HOLDING PTE. LTD accounts for 2.4% of Vantage Towers’ ordinary share capital. In addition, Vodafone Group plc intends to accept the Takeover Offer for 4.1% of Vantage Towers’ ordinary share capital that was acquired from DLM-TW Holdings S.À. R.L. As a result, the Bidder will hold a minimum of 88.2% of Vantage Towers’ ordinary share capital at completion of the Takeover Offer, prior to the receipt of any further acceptances. The Management Board and Supervisory Board of Vantage Towers did state, that subject to the review of the offer document, they intend to recommend that minority shareholders accept the Takeover Offer.   

The offer document setting forth the detailed terms and conditions of 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

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

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 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 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, 13 December 2022

Oak Holdings GmbH

Managing Directors