London, May 19 – VictorianFibre Holding GmbH, a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (together with affiliates, “KKR”), announced today its intentions to make a voluntary public takeover offer for Versatel AG, one of the leading providers of telecommunications services in Germany. KKR has entered into a binding agreement with the company’s three main shareholders of Versatel, Vienna II S.à r.l. i.L., a company advised by Apax Partners LLP, Cyrte Investments BV and United Internet AG, to sell their shareholdings, together representing approximately 92 % of the total issued and outstanding shares of Versatel. KKR has further secured 5 % of the share capital from other shareholders. Following the completion of the public offer, KKR intends to initiate a squeeze-out process in order to take the company private.
- All-cash voluntary offer for the entire shareholding of Versatel.
- KKR has secured 97 % of the share capital. The transaction is only subject to antitrust clearance.
- The price agreed on with the main shareholders amounts to EUR 5.50 per share.
- The remaining shareholders will be able to tender their shares against the payment of a cash consideration in the amount of the volume weighted average stock exchange price of the Versatel share during the last three months. The offer price, however, will be no less than EUR 6.70 per share, which constitutes a premium of approximately 22 % compared to the price paid to the company’s main shareholders.
KKR intends to work closely with the Versatel management team to build an infrastructure-based market leader and preferred network-partner in the wholesale and business telecom segments in Germany.
Henrik Kraft, Director at KKR, said: “We believe Versatel, with its leading brand and very strong fibre network asset base, is a unique business within the European telecoms universe. As a partner, we offer decades of telecoms experience and industry know-how as well as a global network. We look forward to working with the management and supporting the vision and the strategic repositioning of the company in order to further strengthen its position as a preferred network partner in the German wholesale and B2B telecommunications market.”
In order to underpin the partnership and joint approach, KKR and the Management Board of Versatel AG signed an investment agreement containing the key elements of the transaction and Versatel’s future foundation, including financing, in advance of today’s announcement.
In the context of this transaction, KKR has also entered into a long-term partnership with United Internet in order to jointly develop the business of Versatel and to benefit from United Internet’s deep industry expertise.
KKR will file its offer document with BaFin within the statutory deadlines. Following the approval of the offer by BaFin the offer will extend over a four to six weeks period. Provided all conditions of the public offer are fulfilled, KKR intends to initiate a squeeze-out process in order to take the company private.
For all relevant information concerning specified terms and the exact acceptance period of the takeover offer please refer to the following website on which the offer document will be made available after the approval by BaFin: www.victorianfibre-offer.com.
For further information, please contact:
+49 69 921874 63
+49 151 16231546
Founded in 1976 and led by Henry Kravis and George Roberts, KKR is a leading global investment firm with $61.0 billion in assets under management as of March 31, 2011. With 14 offices around the world, KKR manages assets through a variety of investment funds and accounts covering multiple asset classes. KKR seeks to create value by bringing operational expertise to its portfolio companies and through active oversight and monitoring of its investments. KKR complements its investment expertise and strengthens interactions with investors through its client relationships and capital markets platforms. KKR is publicly traded on the New York Stock Exchange (NYSE: KKR). For additional information, please visit KKR's website at www.kkr.com.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Versatel AG. The definite terms and conditions of the takeover offer, as well as further provisions concerning the takeover offer, will be published in the offer document only after the German Federal Financial Supervisory Authority has granted permission to publish the offer document. Investors and holders of shares in Versatel AG are strongly advised to read the offer document and all other relevant documents regarding the takeover offer when they become available, since they will contain important information.