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27 Aug 2013 07:00
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TELEFΓNICA, S.A. as provided in article 82 of the Spanish Securities Market Act (Ley del Mercado de Valores), hereby reports the following
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SIGNIFICANT EVENT
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In relation to the agreement entered into on July 23, 2013 by and between Telefonica, S.A., its German subsidiary TelefΓ³nica Deutschland Holding AG (hereinafter, "TelefΓ³nica Deutschland") and the Dutch company Koninklijke KPN NV (hereinafter, "KPN") for the acquisition by TelefΓ³nica Deutschland of the German subsidiary of KPN, E-Plus Mobilfunk GmbH & Co. KG (hereinafter, "E-Plus"), Telefonica, S.A.confirms that AmΓ©rica MΓ³vil, S.A. de C.V. (reference shareholder of KPN) has irrevocably committed to vote in favour of the transaction at the Extraordinary Shareholder Meeting of KPN.
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The transaction will remain unchanged in its first phase, in which TelefΓ³nica Deutschland will acquire E-Plus receiving as consideration 24.9% of TelefΓ³nica Deutschland and 3,700 million Euros in cash.
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However, at the second phase of the transaction, once completed the acquisition of E-Plus by Telefonica Deutschland, for an aggregate consideration of 1,300 million Euros, TelefΓ³nica, S.A. will:
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(i) acquire 4.4% of Telefonica Deutschland from KPN (previously, 7.3%); and
(ii) enter into a call option agreement with KPN that will entitle TelefΓ³nica, S.A. to acquire an additional stake of up to 2.9% in TelefΓ³nica Deutschland, such right being exercisable on the first anniversary of such call option agreement at a strike price of up to 510 million Euros.
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Therefore, at the closing of the transaction, the stake of TelefΓ³nica Deutschland held by KPN will amount to 20.5% (previously 17.6%) and will be reduced to 17.6% if TelefΓ³nica fully exercises the call option.
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Madrid, August 26, 2013
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