Oak Holdings GmbH (derzeit noch firmierend unter Blitz D22-277 GmbH), DE000A3H3LL2

Oak Holdings GmbH (derzeit noch firmierend unter Blitz D22-277 GmbH), DE000A3H3LL2

09.11.2022 - 10:51:49

EQS-Wp?G: Takeover Offer / Target company: Vantage Towers AG; Bidder: Oak Holdings GmbH

Announcement of the decision to make a voluntary public takeover offer (freiwilliges ?ffentliches ?bernahmeangebot) pursuant to section?10 para.?1 in conjunction with sections?29?para.?1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und ?bernahmegesetz, Wp?G)

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Bidder:

Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH) Ferdinand-Braun-Platz 140549 D?sseldorfGermany

registered with the commercial register of the local court (Amtsgericht) of D?sseldorf under HRB?98923

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Target:

Vantage Towers?AG Prinzenallee 11-13 40549 D?sseldorf Germany ?

registered with the commercial register of the local court (Amtsgericht) of D?sseldorf under HRB?92244

ISIN: DE000A3H3LL2 ?

Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH; ?Bidder?), a wholly owned indirect subsidiary of Vodafone GmbH that shall become part of a joint venture between Vodafone GmbH and Oak Consortium GmbH (currently still operating under SCUR-Alpha 1539 GmbH), a holding company controlled by Global Infrastructure Management, LLC, and investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (?Oak Consortium?), decided today to make a voluntary public takeover offer to the shareholders of Vantage Towers?AG (?Takeover Offer?) for the acquisition of their no-par-value registered shares (auf den Namen lautende nennwertlose St?ckaktien) in Vantage Towers?AG (DE000A3H3LL2; ?Vantage Towers Shares?). The Bidder intends to offer a cash consideration in the amount of EUR?32.00 per Vantage?Share. In connection with the Takeover Offer, the Bidder will also acquire all Vantage Towers?Shares currently held by Vodafone GmbH (currently 413,347,708 Vantage Towers?Shares, corresponding to approx. 81.72% of the issued share capital and the existing voting rights of Vantage Towers?AG).

The Bidder expects to make the Takeover Offer subject to completion conditions relating to certain regulatory clearances and other customary closing conditions.

In addition, the Bidder, Vodafone GmbH, Oak Consortium and Vantage Towers AG have entered into a business combination agreement dealing with the terms of the investment of the joint venture in Vantage Towers AG.

The Bidder further intends to implement a domination and profit and loss transfer agreement in accordance with sections 291 et seq. of the Stock Corporation Act with the Bidder as dominating entity and Vantage Towers AG as dominated entity and/or, if a shareholding of 95% of the share capital is reached, a squeeze-out of the minority shareholders of Vantage Towers AG pursuant to sections?327a et seq. of the German Stock Corporation Act (Aktiengesetz).

The offer document for the Takeover Offer (in German and a non-binding English translation) containing the detailed terms and conditions of, and other information relating to, the Takeover Offer, respectively, will be published on the internet at

https://angebot.wpueg.de/oak/

The offer document for the Takeover Offer will also be published by way of a notice of availability in the German Federal Gazette (Bundesanzeiger) and will be accessible on the website of the German Federal Financial Supervisory Authority (Bundesanstalt f?r Finanzdienstleistungsaufsicht, ?BaFin?).

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Important notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Vantage Towers?Shares. The terms and further provisions regarding the Takeover Offer by the Bidder to the shareholders of Vantage Towers?AG will be set forth in the offer document which will be published following approval of its publication by the German Federal Financial Supervisory Authority (Bundesanstalt f?r Finanzdienstleistungsaufsicht). Holders of Vantage Towers?Shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, in relation to the matters therein.

The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Takeover Offer will be made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d).

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its affiliates and/or brokers acting on its behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Vantage Towers?Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, Vantage Towers?Shares, other than pursuant to the Takeover Offer, before, during or after the period in which the Takeover Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases would be disclosed as required by law or regulation in Germany or other relevant jurisdictions.

This announcement may contain statements about Vodafone GmbH and/or its affiliates (together ?Vodafone Group?), KKR & Co. Inc. and/or investment funds, vehicles and accounts advised and managed by any of its subsidiaries (together the ?KKR Entities?), Global Infrastructure Management, LLC, and/or its affiliated entities as well as advised and managed investment funds (together the ?GIP Entities?) or Vantage Towers?AG and/or its subsidiaries (together ?Vantage Group?) that are or may be ?forward-looking statements?. Forward-looking statements include, without limitation, statements that typically contain words such as ?anticipate?, ?target?, ?expect?, ?estimate?, ?intend?, ?plan?, ?believe?, ?hope?, ?aims?, ?continue?, ?will?, ?may?, ?should?, ?would?, ?could?, or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Vodafone GmbH, Oak Consortium and the Bidder caution you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which Vodafone Group, the KKR Entities, the GIP Entities and Vantage Group operate and the outcome or impact of the acquisition and related matters on Vodafone Group, the KKR Entities, the GIP Entities and/or Vantage Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, Vodafone GmbH, Oak Consortium and the Bidder do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

D?sseldorf, 9 November 2022

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Oak Holdings GmbH (currently still operating under Blitz D22-277 GmbH)

Managing Directors

09.11.2022 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.Archive at www.eqs-news.com

Language: English Listed: Regulierter Markt Frankfurt (Prime Standard), Berlin; Freiverkehr D?sseldorf, Hamburg, Hannover, M?nchen, Stuttgart, Tradegate ? End of News EQS News Service

1482617??09.11.2022?CET/CEST

@ dgap.de