Media Center

July 29, 2011

Initial Acceptance Period of the Takeover Offer for Versatel AG Ends - KKR Successfully Secures 98.55% of the Shares

This announcement and the information contained herein are restricted and are not for release, publication or distribution, in whole or in part, in or into the United States.


London, 29 July 2011 – VictorianFibre Holding GmbH, a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (together with affiliates, “KKR”), today announced that upon the expiration of the acceptance period of the public takeover offer for Versatel AG on Tuesday, 26 July 2011, it has secured 43,363,157 shares amounting to 98.55 % of the total issued and outstanding Versatel shares.
 
The amount above includes 41,107,941 shares that VictorianFibre Holding GmbH acquired outside the offer from the three main shareholders of Versatel, Vienna II S.à r.l. i.L., a company advised by Apax Partners LLP, Cyrte Investments GP I B.V. and United Internet AG, as well as further shareholders, together representing approximately 93.4 % of the total issued and outstanding shares of Versatel.
 
Following the merger clearance obtained by the European Commission on 7 July 2011 all conditions of the offer have been fulfilled.
 
As required by the German Securities Acquisition and Takeover Act, an additional two-week acceptance period will last until 12 August 2011. Shareholders who have validly tendered their shares will promptly receive the tender offer price of Euro 6.87 per share in cash. Subsequent to the closing, VictorianFibre Holding GmbH will initiate a squeeze-out process in order to take Versatel AG private.
 
Prior to today’s announcement, on 4 July 2011, the management board and supervisory board of Versatel AG publically welcomed the offer and in particular KKR’s intention to work closely with the management team to build the leading infrastructure based, multi-metro network-partner in the wholesale and business telecom segments in Germany.
 
“We are very happy that an overwhelmingly large majority of the Versatel shareholders have accepted our offer”, said Henrik Kraft, Director at KKR. “Now we look forward to unleash the full potential of our partnership with Versatel and their management team.”
 
Please refer to the offer document for all definitions, terms and conditions of the takeover bid which is available at http://www.victorianfibre-offer.com.
 
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For further information, please contact:
 
Jan Hiesserich
+49 69 921874 63
+49 151 16231546
 
Daniela Weber
+49 69 921874 66
+49 171 8629942
dweber@heringschuppener.com
 
About KKR
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.
 
Important information
This release is neither an offer to purchase nor a solicitation of an offer to sell Versatel shares or any other security. The offer document and the terms and conditions contained therein have sole relevance in respect of the offer. Investors and holders of shares in Versatel are advised to read the relevant documents regarding the tender offer published by VictorianFibre Holding GmbH because they contain important information. Investors and holders of shares in Versatel can receive the offer document as well as other documents in connection with the offer from the website www.victorianfibre-offer.com.
The information herein may contain “forward-looking statements” that may be identified by words such as “expects,” “anticipates,” “intends,” “plans” “believes,” “estimates” or words of similar meaning about the expected future business of VictorianFibre Holding GmbH or any other entity. These statements are based on the current expectations of the management of VictorianFibre Holding GmbH and KKR and are inherently subject to uncertainties and changes in circumstances. VictorianFibre Holding GmbH and KKR do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.