Elliott Advisors (UK) Limited
Elliott calls for EGM at Kabel Deutschland AG, requests further special audits
(DGAP-Media / 2015-01-13 / 08:00) - Elliott, holder of 13.5% of Kabel Deutschland shares, demands that Kabel Deutschland explain Special Auditor's concerning findings in connection with the takeover by Vodafone in an Extraordinary General Meeting - Elliott proposes that the EGM votes for further special audit to further examine management's behavior in connection with the takeover by Vodafone, including the period after March 31, 2013 - Elliott calls for an additional special auditor to independently look at possible breaches of duty by the KDG management board regarding alleged obstructions of the special auditor in the course of the first special audit Munich (January 13, 2015) - Elliott Associates, L.P. and Elliott International, L.P. together with affiliated entities ("Elliott"), today announced that Elliott has formally called for an Extraordinary General Meeting ("EGM") at Kabel Deutschland AG ("KDG"). At the EGM, the management and supervisory board of KDG are to explain the concerning findings of the special auditor's report that was published by KDG in December 2014 and that examines the behavior and actions of KDG before and during the public takeover of KDG by Vodafone. Among other findings, the special auditor that examined the period until March 31, 2013, concluded that: - The internal enterprise valuation that has been carried out by KDG and its investment banks was significantly higher than the price offered by Vodafone during the takeover - In light of this internal valuation, the joint statement of the management board and supervisory board of KDG which recommended the KDG shareholders to accept Vodafone's offer price of EUR 84,50 is implausible - The KDG management board has presumably neglected to inform the supervisory board of the higher internal enterprise valuations Elliott is of the opinion that it would be most (cost)-efficient if the audit is performed by Martin Schommer of Constantin GmbH and his team since they have already performed the first special audit and are therefore already familiar with the situation. Martin Schommer was originally elected special auditor by a majority vote at the KDG AGM in October 2013. Elliott proposes that lawyer Thomas Schrotberger from Grützmacher | Gravert | Viegener, Frankfurt, should independently examine, as additional special auditor, whether the KDG management board obstructed the first special audit in breach of its duties, as stated in the final special auditor's report. In conjunction with the filing, Elliott made the following statement: "The findings of the special auditor's report contain troubling allegations that pertain to the fair valuation of KDG and to breaches of duty by the company's management and supervisory boards. As a large shareholder with a significant investment to protect, we demand that these topics be addressed and explained in an EGM. KDG insinuates that the special auditor's findings would not be conclusive, not least because the report only looked at the period ending March 31, 2013. If KDG and Vodafone acted in accordance with the law before and during the takeover, then it should be in their own best interest to support a new special audit covering the period after March 31, 2013 and clear up the severe allegations raised in the report." According to German Stock Corporation Law (Aktiengesetz § 122), any shareholder holding 5% of the shares has the right to request the calling of an EGM, stating the reasons for the EGM and topics to be discussed. The company then has to convene the EGM and publish the agenda. Should the company not comply with said request, a court can empower the shareholder to convene an EGM itself. Elliott has informed KDG that it expects the EGM to be convened without delay. Should KDG refuse to comply with the request to convene the EGM, Elliott will call upon a court to empower it to convene the EGM itself. About Elliott Elliott Management Corporation manages two multi-strategy hedge funds which combined have more than $25 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest hedge funds under continuous management. The Elliott funds' investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. ### Media Contact: Charles Barker Corporate Communications Thomas Katzensteiner / Tobias Eberle +49 69 79 40 90 25 +49 69 79 40 90 24 Thomas.Katzensteiner@charlesbarker.de Tobias.Eberle@charlesbarker.de End of Media Release --------------------------------------------------------------------- Issuer: Elliott Advisors (UK) Limited Key word(s): Finance 2015-01-13 Dissemination of a Press Release, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 312487 2015-01-13
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