NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

 

PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – WPÜG)

 

 

Bidder:

United Internet AG
Elgendorfer Str. 57
56410 Montabaur
Germany

registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 5762

 

Target company:

1&1 AG
Elgendorfer Str. 57
56410 Montabaur
Germany

registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 28530

ISIN: DE0005545503

 

The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:

 

https://www.united-internet.de/en/investor-relations/offer-2025.html

 

On May 16, 2025, United Internet AG, with its registered office in Montabaur, Germany (the “Bidder”), decided to submit a voluntary public acquisition offer in the form of a partial offer to the shareholders of 1&1 AG (the “Offer”), with its registered office in Montabaur, Germany (the “Company”), to acquire up to 16.250.827 no-par value bearer shares in the Company not already directly held by the Bidder, corresponding to approximately 9,19 % of the share capital, each with a notional interest in the share capital of EUR 1.10 (ISIN DE0005545503 / WKN 554550) (the “1&1 Shares”).

 

The Offer provides for payment of a cash consideration of EUR 18,50 per 1&1 Share, representing a premium of (i) approx. 20% over yesterday's closing price in XETRA trading on the Frankfurt Stock Exchange and (ii)  approx. 29% over the volume-weighted average stock price of the 1&1 Share in XETRA trading on the Frankfurt Stock Exchange during the three months prior to this announcement. The definitive number of 1&1 Shares subject to the Offer will be set forth in the offer document.

 

The Bidder currently directly holds 142.837.357 1&1 Shares which represent approximately 80.81 % of the share capital of the Company. The Bidder's shareholding in the Company would increase in proportion to the number of 1&1 Shares for which the Offer is accepted.

The Bidder currently has no intention to conclude a domination agreement and/or profit and loss transfer agreement with 1&1 AG. The 1&1 Shares will continue to be traded in XETRA trading on the Frankfurt Stock Exchange after completion of the voluntary public acquisition offer. Delisting and squeeze out are not intended.

 

The Offer will be made in accordance with the terms and conditions set forth in the offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). The offer document and other information relating to the Offer will be available on the internet at https://www.united-internet.de/en/investor-relations/offer-2025.html. Additionally, the publication of the offer document will be announced in the federal gazette (Bundesanzeiger).

 

Important Notice:

 

This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The complete terms and conditions of the Offer will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the Offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the Offer as soon as they are published, since they contain or will contain important information. Where appropriate, it is furthermore recommended that investors and shareholders seek independent advice in order to receive individual assessment regarding the Offer.

 

The Offer will be made exclusively under the laws of the Federal Republic of Germany and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

 

The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the Offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.

 

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based  on current plans, estimates and forecasts, which the Bidder and the persons acting together with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting together with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.

 

Montabaur, May 16, 2025

United Internet AG