T-Online International AG
T-Online Supervisory 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 Supervisory Board resolves Reasoned Opinion pursuant to § 27 WpÜG
The Supervisory Board of T-Online International AG has just assented to the
reasoned opinion of the Management Board of T-Online International AG as of 3
December 2004, subject to the following proviso:
The Supervisory Board did not perform a separate valuation on the basis of the
discounted future earnings valuation method or other methods in order to
determine the “fundamental” value of T-Online on occasion of the tender offer.
As regards the preliminary company valuation performed by Deutsche Telekom AG
with the assistance of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft, the initial analysis performed by the
Management Board of T-Online with the assistance of Warth & Klein GmbH
Wirtschaftsprüfungsgesellschaft and the fairness opinion prepared by N M
Rothschild & Sons Ltd., the Supervisory Board states that these valuations
concur in principle that the company value of T-Online International AG
exceeds the offer price, and that the Supervisory Board has no indication to
call into question the accuracy of such assessment.
Five members of the Supervisory Board have abstained from voting with regard
to other functions they perform.
End of ad hoc announcement
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Additional information:
The opinion will – in the same way as the opinion of the Management Board – be
published pursuant to §§ 27 (3), 14 (3) 1 WpÜG on the Internet via the address
http://www.t-online.de/stellungnahme as well as through free of charge
distribution from T-Online International AG (Investor Relations, phone +49 (0)
6151 680 2929). The opinion will be published in German and English. The
German version shall prevail.
end of ad-hoc-announcement (c)DGAP 07.12.2004
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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
071358 Dez 04
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