UK-based Vodafone is prepared to pay up to €2.1 billion to end a long-running legal dispute with Kabel Deutschland Group’s (KDG’s) minority shareholders.
The company disclosed on Tuesday that it has launched a €103 per share tender offer for the outstanding 23.2 percent of the cableco that it doesn’t already own. So far, shareholders representing 17.1 percent of KDG have accepted, valuing the tender offer at €1.56 billion. If the remaining holders fall into line, the value of the offer will increase to €2.12 billion.
“Following completion of the offer, Vodafone will own at least 93.8 percent of the outstanding share capital of KDG,” Vodafone said, in its disclosure. “The cash consideration will be funded from Vodafone’s existing cash resources.”
If all remaining KDG holders accept the offer, the acquisition will increase Vodafone’s net debt to €46.1 billion from €44 billion at the end of September.
All being well, this should bring about the end of a disagreement that has been rumbling on ever since Vodafone made a successful bid for control of the German cable provider in 2013.
That deal was done via a voluntary public takeover offer. When the dust settled in October of that year, Vodafone owned 76.8 percent of the company. It then struck a deal with minority holders that enabled it to integrate KDG into Vodafone Germany. In return, the holdouts received an annual pay-out of €3.17 per KDG share. Vodafone also agreed a mandatory cash offer of €84.53 per share to any minority holder that wanted to tender their shares.
However, the holders weren’t happy with this figure, and despite the Munich District Court ruling that Vodafone’s offer was adequate, they launched an appeal, a process that Vodafone expects “to take several years to complete.”
So Vodafone is offering to buy them out instead.
“As a result of the agreement to tender their shares in KDG to Vodafone, the accepting shareholders will withdraw their appeal from the court of appeal in Munich,” Vodafone said. They also waive their right to any proceeds resulting from the ongoing court case.
The offer period will open on 28 December, and will expire on 1 February.