T-Online International AG
T-Online Management Board resolves Reasoned Opinion pursuant to § 27 WpÜG
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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T-Online Management Board resolves Reasoned Opinion pursuant to § 27 WpÜG
The Management Board of T-Online International AG resolved its Reasoned
Opinion on the voluntary public cash tender offer to T-Online shareholders
pursuant to § 27 (1) of the German Securities Acquisition and Takeover Act
(WpÜG) today at 12.00 pm. For the reasons outlined in the Reasoned Opinion,
the Management Board is at present not able to recommend shareholders to
accept or not to accept the Offer. The Management Board is of the view that
the offered purchase price per T-Online share is significantly below the per
share company value of T-Online established by performing a discounted future
earnings valuation or on the basis of other internationally recognized
valuation methods. However, due to the fact that the exchange ratio in case of
a merger which also depends on the value of the Bidder established according
to IDW S1 (and possible amendments to it as stated in the Reasoned Opinion) is
still open and on account of the uncertainties regarding the price development
of the Bidder’s shares, it is not foreseeable whether it is more favorable to
shareholders of T-Online to accept the Offer or to wait for the merger to be
effected.
End of ad hoc announcement
Additional information
Shareholders who are considering to accept the Offer are recommended to
consider and examine not only whether to accept the Offer, but also the option
of selling their T-Online shares via the stock market. Subject to the relevant
stock market price, it is possible that they will thereby realize higher
proceeds, even by taking into account any banking fees, than by accepting the
Offer. On the day before publication of the Opinion, 2 December 2004, the
T-Online share was quoted in the XETRA trading of the Frankfurt Stock Exchange
at an official closing price of EUR 9.49, which is EUR 0.50 above the price
offered by the Bidder.
The Resoned Opinion will be published pursuant to §§ 27 (3), 14 (3) 1 of the
WpÜG in the Internet via the address http://www.t-online.de/stellungnahme as
well as through free of charge distribution from T-Online (Investor Relations,
phone +49 (0)6151 680 2929). The Reasoned Opinion will be published in German
and English. The German version should prevail.
end of ad-hoc-announcement (c)DGAP 03.12.2004
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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
031242 Dez 04
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