Intention to acquire Kabel Deutschland
Key highlights
· Vodafone announces its intention to acquire Kabel Deutschland in a transaction delivering Kabel Deutschland shareholders €87 per share in cash (the "Transaction"), valuing the entire fully diluted ordinary share capital of Kabel Deutschland at €7.7 billion (£6.6 billion).
· The Transaction will be implemented as a voluntary public tender offer by Vodafone's wholly-owned subsidiary Vodafone Vierte Verwaltungsgesellschaft mbH for €84.50 per share in cash (the "Offer") plus the payment of the €2.50 dividend announced by Kabel Deutschland on 20 February 2013.
· The Management and Supervisory Boards of Kabel Deutschland welcome the Transaction. Subject to their review of the formal Offer Document, the Management and Supervisory Boards intend to recommend Kabel Deutschland shareholders accept the Offer, and the Management Board members intend to accept the Offer in respect of their entire beneficial shareholdings.
· The combination of Vodafone and Kabel Deutschland will create a leading integrated communications operator, with €11.5 billion (£9.8 billion) of pro forma revenues in Germany, offering consumer and enterprise customers premium unified communications services. Following completion of the Transaction, Vodafone will have 32.4 million mobile, 5.0 million broadband and 7.6 million direct TV customers in Germany.
· Vodafone sees significant potential to accelerate the growth in Vodafone's and Kabel Deutschland's broadband, telephony and TV businesses by leveraging Vodafone's leading brand and extensive distribution and by cross-selling to each company's customer base.
· Vodafone's intention is that Kabel Deutschland's management will be responsible for the combined consumer fixed line business throughout Germany. The combined management team of Vodafone and Kabel Deutschland will have significant expertise across all segments of fixed and mobile communications and TV.
· Vodafone expects in-market cost and capex synergies with an annual run-rate by the fourth full year post completion exceeding €300 million (£260 million) before integration costs, equivalent to a net present value exceeding €3.0 billion (£2.6 billion) after integration costs.
· Vodafone believes that there is significant upside potential from revenue synergies, including a net present value exceeding €1.5 billion (£1.3 billion) from cross-selling and improved customer loyalty.
· The Transaction values Kabel Deutschland at a multiple of 13.8x FY2014 OpFCF based on consensus forecasts, adjusted for Kabel Deutschland's pull forward capex programme (Project Alpha) and run-rate cost and capex synergies before integration costs1.
· The Transaction comfortably meets Vodafone's M&A criteria, including all synergies, and is expected to be accretive to EPS and FCF per share from the first and second full year post completion respectively, after cost and capex synergies and before integration costs (which are expected to total €300 million in the first four years).