T-Online International AG
T-Online and Deutsche Telekom enter into agreement in principle on merger
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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T-Online and Deutsche Telekom enter into agreement in principle on merger
T-Online International AG, Darmstadt, and Deutsche Telekom AG, Bonn, have with
the unanimous consent of the supervisory board of T-Online International AG
entered into an agreement in principle on basic features of a possible merger
of T-Online International AG into Deutsche Telekom AG today at 10.15 a.m.
These basic features comprise, inter alia, the following:
-The current business of T-Online International AG shall be continued within
Deutsche Telekom AG as an independent organisational unit with its own
management and its own profit and loss responsibility and shall be integrated
in the new strategic business division “Broadband/Fixed Network” of Deutsche
Telekom AG. In this context, the introduction of an integrated broadband
strategy is planned with combined offerings for access, communication and
entertainment services (“Triple Play”). The development and marketing of all
IP products of the business division “Broadband/Fixed Network”, in
particular “Triple Play” products, will continue to be the responsibility of
the organisational unit T Online. The parties are expecting growth synergies
from the planned strategic approach with a net present value in the range of
at least approximately Euro 1 billion.
-Following the merger, the organisational unit T-Online shall continue to be
the only internet service provider (“ISP”) within the strategic business
division “Broadband/Fixed Network” and will in addition be assigned the
management and coordination of the ISP business within the Deutsche Telekom
group.
-The exchange ratio shall be determined by performing a discounted future
earnings valuation (“Ertragswertverfahren”) of both companies in accordance
with the generally accepted principles of the German Institute of Chartered
Accountants (“Institut der Wirtschaftsprüfer “) and court rulings of the
supreme courts, and based on a ten-year planning period.
The effective date of the merger shall be 1 January 2005. The timetable for
the merger will be the subject matter of further coordination. The two
companies will be evaluated in the coming months. Subsequently, the exchange
ratio will be established.
end of ad-hoc-announcement (c)DGAP 08.11.2004
Issuer’s information/explanatory remarks concerning this ad-hoc-announcement:
The agreement in principle further provides that the employees and the
management board of T Online International AG will continue to play an
essential role in the development of the broadband business of Deutsche
Telekom AG and will assume special responsibility for the introduction of an
integrated broadband strategy. In the planned Executive Committee of the
business division “Broadband/Fixed Network”, T-Online will be represented by
at least three members who will have material functions for the whole of this
business division.
The Corporate Identity formed by T-Online International AG shall continue to
be maintained in the new business division “Broadband/Fixed Network” and will
be promoted by the management of the organisational unit T-Online. The
trademark “T-Online” will continue to be used as an independent product
trademark for all IP-based services provided by Deutsche Telekom AG for the
mass market. All brands of T-Online AG will continue to exist, including as
part of the trademark structure of the business division “Broadband/Fixed
Network”, and will continue to be managed by the organisational unit T-Online
within its scope of responsibility.
The merger is not intended to result in less favourable conditions for the
employees, e.g. with regard to pension plans or “incentives”, nor in
redundancies for operational reasons. The main business locations in
Darmstadt, Kiel, Oldenburg and Ulm shall be maintained.
It is not planned to break up T-Online as an organisational unit within
Deutsche Telekom AG, and this will in no event be a subject matter of
discussion before 31 December 2007.
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WKN: 555770; ISIN: DE0005557706; Index: TecDAX, NEMAX 50
Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-
Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Eurex
081131 Nov 04
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