Kabel Deutschland Holding AG / Key word(s): Contract 20.12.2013 15:09 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- The Management Board of Kabel Deutschland Holding AG today signed a domination and profit and loss transfer agreement pursuant to sec. 291 et seqq. of the German Stock Corporation Act (Aktiengesetz, AktG) between Kabel Deutschland Holding AG as the controlled entity and Vodafone Vierte Verwaltungs AG (an indirect subsidiary of Vodafone Group Plc) as the controlling entity. The Supervisory Board of Kabel Deutschland Holding AG approved the conclusion of this agreement in its meeting held today. Vodafone Vierte Verwaltungs AG currently owns 76.57% of the shares of Kabel Deutschland. The domination and profit and loss transfer agreement still requires the approval by the extraordinary General Meeting of Kabel Deutschland Holding AG which is scheduled to take place in Munich on February 13, 2014. In the agreement, Vodafone Vierte Verwaltungs AG offers to acquire the shares of the minority shareholders of Kabel Deutschland Holding AG for a cash compensation pursuant to sec. 305 AktG in the amount of EUR84.53 per share. The cash compensation corresponds to the volume-weighted average stock market price of Kabel Deutschland Holding AG shares as determined by the German Federal Financial Supervisory Authority (BaFin) for the relevant three-month period up to and including September 12, 2013. On this day, Vodafone announced that the minimum acceptance threshold had been met and its intention to enter into a domination and profit and loss transfer agreement with Kabel Deutschland Holding AG. The applicable reference share price for the cash compensation is higher than the business value per Kabel Deutschland share as determined in an independent evaluation of Kabel Deutschland carried out by the auditors Warth & Klein Grant Thornton AG in accordance with IDW Standard S1. It is also slightly higher than the price offered by Vodafone Vierte Verwaltungs AG within the context of its public takeover offer. The domination and profit and loss transfer agreement also provides for an annual recurring compensation payment pursuant to sec. 304 AktG in the gross amount of EUR3.77 (EUR3.17 net based on the current taxation) per share. These payment obligations by Vodafone Vierte Verwaltungs AG under the domination and profit and loss transfer agreement are secured by a comfort letter issued by Vodafone Group Plc. The expert report by Warth & Klein Grant Thornton AG also includes a recent outlook for the current fiscal year 2013/14 ending on March 31, 2014. The current outlook for the ongoing fiscal year as reported in the expert report is within the scope of the guidance update for revenues, adjusted EBITDA margin and capex released on November 11, 2013. The domination and profit and loss transfer agreement as well as the joint report by the Management Boards of Kabel Deutschland Holding AG and Vodafone Vierte Verwaltungs AG on the agreement together with the expert report by Warth & Klein Grant Thornton AG and the audit report of an independent court appointed auditor will be published together with the convocation for the extraordinary General Meeting of Kabel Deutschland Holding AG on the internet at www.kabeldeutschland.com in the next few days. 20.12.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Kabel Deutschland Holding AG Betastraße 6-8 85774 Unterföhring Germany Phone: +49 (0)89 960 100 Fax: +49 (0)89 960 10 888 E-mail: [email protected] Internet: www.kabeldeutschland.com ISIN: DE000KD88880 WKN: KD8888 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------