The Spanish telecommunications company Telefónica has launched the public exclusion offer (OPA), to acquire the 5.26% that it does not control of its subsidiary in Germany and has indicated in a statement sent to the National Securities Market Commission (CNMV ), that its adaptation period began today, Wednesday, and will last until April 18.
According to the company chaired by José María Álvarez-Pallete, Telefónica Germany will continue to be a telecommunications company based in Munich, managed independently within the group and with a continuous focus on “sustainable growth and efficiency.”
“After successfully increasing its participation to 94.74%, and given the limited liquidity of Telefónica Deutschland’s shares, Telefónica and the offeror (Telefónica Local Services GmbH) consider that the delisting of Telefónica Deutschland from trading is the logical evolution since an “Economic, strategic and operational point of view to simplify the group structure and implement Telefónica’s strategic plan in collaboration with Telefónica Deutschland in a more agile way,” the operator has detailed.
“Consequently, the offeror and Telefónica have no intention of implementing a domination and/or transfer of profits and losses agreement or of initiating a ‘squeeze-out’ (forced exclusion of shareholders),” the company added. In this context, Telefónica’s offer is 2.35 euros for each Telefónica Germany share, so the company considers that it offers all minority shareholders an “additional and definitive opportunity” to obtain liquidity at an “attractive price.” .
Specifically, the offer price represents a premium of 37.6% over the closing of the share on November 6, 2023, that is, the stock market business day prior to the announcement of the intention to carry out the voluntary takeover bid of type . partial published on November 7, 2023, as well as a premium of 36.3% over the volume-weighted average price of the three months prior to said date.
Furthermore, the exclusion offer is not subject to any conditions, which is why Telefónica has highlighted that it provides “maximum security” in the execution of the operation. “The settlement of the exclusion offer and the payment of the offer price to Telefónica Deutschland shareholders who accept the exclusion offer will take place as soon as possible after the end of the acceptance period,” he added.
When will the shares stop trading on the stock market?
For its part, Telefónica Deutschland shares will no longer be listed on the Frankfurt Stock Exchange, something that, according to the company, will probably affect trading volumes and liquidity. Trading in Telefónica Germany shares on the regulated market will end once the definitive exclusion occurs, regardless of the number of shares of the operator’s German subsidiary that accept the offer.
“With the announcement of its decision to launch the delisting offer on March 7, 2024, the offeror also signed a delisting agreement with Telefónica Deutschland under which Telefónica Deutschland has committed to supporting the delisting of Telefónica shares from trading. Deutschland through, among others, the presentation of a request for revocation of admission to trading on the Frankfurt Stock Exchange,” the telecom recalled.
Support for dividend payments
On the other hand, Telefónica has indicated its intention to support the payment of dividends beyond what is confirmed and corresponding to the fiscal year 2023. Therefore, it has noted that the Dividend Policy of Telefónica Germany will be analyzed with the executive of the German subsidiary, “although at present neither the offeror nor Telefónica see it necessary to pay dividends in the future above the minimum required by the applicable regulations.”
Along these lines, the remuneration to shareholders corresponding to the 2023 financial year will be paid after the annual general meeting of Telefónica Alemana, which will take place “several weeks after” the settlement of the exclusion offer and “not before mid-June “. 2024”.
