T-Online International AG
T-Online and Deutsche Telekom reach Understanding over Range for ExchangeRatio
Ad hoc announcement §15 WpHG
Range for Exchange Ratio
T-Online and Deutsche Telekom reach Understanding over Range for ExchangeRatio
Ad hoc announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
——————————————————————————
T-Online and Deutsche Telekom Reach Common Understanding
over Range for Exchange Ratio.
T-Online International AG and Deutsche Telekom AG have today reached a common
understanding regarding the exchange ratio range in connection
with the proposed merger of T-Online International AG into
Deutsche Telekom AG. Both companies expect the exchange ratio,
which will be set forth in the merger agreement, to be between
0.45 and 0.55 Deutsche Telekom shares for one T-Online share.
This range was determined on the basis of the current status
of the company valuations as conducted by Deutsche Telekom and
T-Online with the assistance of KPMG and Warth & Klein, respectively.
In preparation of the statutory merger under German law as
contemplated by Deutsche Telekom and T-Online, KMPG and
Warth & Klein have been mandated by Deutsche Telekom and T-Online,
respectively, to support the Management Boards in the preparation
of the company valuations on the basis of the applicable discounted
earnings methodology (Ertragswertverfahren) in accordance with
the new version of the valuation standards issued by the Institut
der Wirtschaftspruefer e.V. (IDW S1 new version), as well as to
assist them in the determination of an appropriate merger exchange
ratio.Based on the current status of the valuations, both companies
furthermore expect the IDW S1 discounted earnings values
(Ertragswerte), to be established for the purpose of determining the
merger exchange ratio, not to be below EUR 27.00 per Deutsche Telekom
share and EUR 14.00 per T-Online share.
This was taken notice of by the supervisory board of T-Online International
AG.
The valuation process has confirmed the T-Online management board statement
in the reasoned opinion on the Deutsche Telekom AG voluntary
cash tender offer, that the value of the T-Online share is over
8.99 Euros.
The completion of the valuation analysis, the merger agreement
and merger report, as well as the finalisation of the review
that is currently being performed by the court appointed auditor,
is, from today’s perspective, expected for mid March. With the
invitations to the respective AGM’s, shareholders of both
Deutsche Telekom and T-Online will be granted access to, inter
alia, the merger agreement, the merger report and the merger
audit report of the court appointed independent auditor.
End of Ad hoc
eq
T-Online Allee 1
64295 Darmstadt
Deutschland
ISIN: DE0005557706
WKN: 555770
Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-
Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Eurex
End of ad hoc announcement (c)DGAP 25.01.2005
Issuer’s information/explanatory remarks concerning this ad hoc announcement:
Disclaimer
The discounted earnings valuations (Ertragswerte) described
above remain subject to the completion of the valuation work.
In addition, the calculation of a company valuation on the basis
of the discounted earnings methodology is a highly complex process
and is not necessarily susceptible to partial analysis or summary
description. The analyses performed by the management boards to
date with the assistance of KPMG and Warth & Klein are not
necessarily indicative of future results or actual values derived
in accordance with other valuation methodologies, which may be
significantly more or less favorable than those expressed in
this announcement. These analyses involved numerous judgments and
assumptions with regard to industry performance, general business,
economic, market and financial conditions, many of which are
beyond the control of the companies. Further information regarding
the calculation of the company valuations will be provided in the
merger report and merger auditor’s report described above.
In addition, this announcement contains certain forward-looking
statements, which are based on the current assumptions and plans
of the management of T-Online International AG. Various known and
unknown risks, uncertainties and other factors could cause actual
results, including the actual merger exchange ratio and the
financial condition and profitability of T-Online International AG, to be
materially different from those presented here. These factors include
the following:
– The possibility that the court-appointed auditor will not find
any exchange ratio within the range announced today to be
“appropriate” (angemessen) within the meaning of applicable German
law;
– Further progress in, and the completion of, the company valuations;
– The Company does not undertake any responsibility to update such forward-
looking statements in light of future events or developments.
The statements on the company valuations on the basis of the
discounted earnings methodology (IDW S 1 new version) do not
constitute a forecast or assumption of the future development
of the market prices of shares of Deutsche Telekom or T-Online.
End of message (c)DGAP
260000 Jän 05
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