PRESS RELEASE
Change of control waiver
Takeover offer: Tele Columbus confirms satisfaction of a closing condition
– Tele Columbus submitted to Kublai GmbH the change-of-control confirmation as required by conditions of the takeover offer published by Kublai GmbH on 1 February 2021
– One of the closing conditions of the voluntary takeover offer by Kublai GmbH has thereby been satisfied
– The initial acceptance period for the takeover offer began on 1 February as and will end on 15 March 2021
– If the takeover offer is successful, Tele Columbus intends to issue a rights offering with a volume of € 475 million for Q2 2021, which is fully backstopped by Kublai GmbH
– A successful takeover offer requires an acceptance rate of 50% plus one share
Berlin, 16 February 2021. Today, the management board of Tele Columbus AG (ISIN: DE000TCAG172, WKN: TCAG17) confirmed in a letter to Kublai that the following conditions of the voluntary public takeover offer by Kublai GmbH that has been published on 1 February 2021 have been satisfied:
1. Tele Columbus AG has entered into a supplemental indenture relating to the indenture dated 4 May 2018 to allow the acquisition of shares in Tele Columbus AG without triggering a ‘change-of-control’ under the aforementioned indenture;
2. To the extent lenders under the loan facilities agreements of Tele Columbus AG will be entitled to terminate their loans and commitments as a consequence of the change of control, Tele Columbus AG has secured sufficient funds to repay the relevant lenders and replace the relevant commitments at the relevant time;
3. No event of default or default as defined in the loan facilities agreements of Tele Columbus AG has occurred and is continuing as of the date of this confirmation of the waiver of change of control repayment rights; and
4. All undertakings and conditions agreed with the lenders under the loan facilities agreements with Tele Columbus AG in any waiver requested in connection with the occurrence of the change of control can and will be satisfied at the relevant time.
This publication together with the confirmation letter issued to Kublai GmbH satisfies one of the conditions of the takeover offer of Kublai GmbH. There are other conditions, among them an acceptance rate of 50% plus one share during the initial acceptance period and regulatory approvals.
The initial acceptance period for the takeover offer started on 1 February and will end on 15 March 2021.
If the takeover offer is successful Tele Columbus plans a rights offering in the second quarter of this year with a volume of € 475 million, which is fully backstopped by Kublai.
About us
Tele Columbus AG is one of Germany’s leading fibre network operators which reaches more than 3 million homes. Via its brand PŸUR, the Company, offers high-speed internet including telephony and more than 250 TV channels. All of this via a digital entertainment platform that combines linear TV with video on demand entertainment. To its housing association partners the Tele Columbus Group offers tailored models of cooperation and state-of-the-art services such as telemetric and tenant portals. As a full-service partner for municipalities and regional utilities, the Company is actively supporting the fibre-based infrastructure and broadband internet expansion in Germany. For its business customers the Group offers carrier services and corporate solutions on its proprietary fibre network. Besides its headquarter in Berlin, the Company has locations in Hamburg, Leipzig, Ratingen and Unterföhring/Munich. Since January 2015, Tele Columbus AG is listed on the regulated market (Prime Standard) of the Frankfurt Stock exchange.
Disclaimer
This release may contain forward-looking statements. These statements reflect the Company’s current knowledge and expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Such risks, uncertainties and assumptions may cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this document.
This release contains references to certain non-GAAP financial measures, such as Normalized EBITDA and Capex, and operating measures, such as RGUs, ARPU, and Unique Subscribers calculations. These non-GAAP financial and operating measures should not be viewed in isolation as alternatives to measures of the Company’s financial condition, results of operations or cash flows as presented in accordance with IFRS. The non-GAAP financial and operating measures used by the Company may differ from, and not be comparable to, similarly titled measures used by other companies.
All information contained in this release has been carefully prepared. However, no reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company or any of its directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability whatsoever is accepted by the Company or any of its directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. The Company does not undertake any obligation to update or revise any information contained in this release, including forward-looking statements, whether as a result of new information, future events or otherwise.
