Voluntary public partial acquisition offer by United Internet AG to increase its stake in 1&1 AG

1&1 AG: Voluntary public partial acquisition offer by United Internet AG to increase its stake in 1&1 AG

Montabaur, 16 May 2025 – The Management Board of United Internet AG today published its decision to make a voluntary public acquisition offer in the form of a partial offer pursuant to Section 10 (1) and (3) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetzes, "WpÜG "), as set out below.

The Management Board and Supervisory Board of 1&1 AG will review the corresponding offer document in accordance with the statutory provisions and issue a statement as soon as it has been submitted to the company.

Wording of the announcement of United Internet AG

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).

Disclaimer

This announcement must not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This announcement is not directed at, or intended to be transmitted to or used by, any person who is a national or resident of, or located in, any state, country or other jurisdiction where the transmission, publication, use or making available of this announcement would violate applicable law or would require a registration or license within such jurisdiction.

Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America by use of a postal service or by any other means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, without limitation, transmission by fax, electronic mail, telex, telephone and the Internet. Copies of this announcement and other related documents may not be sent or transmitted to or within the United States of America either.

This announcement does not constitute an offer for the purchase of securities, or a solicitation to make an offer for the purchase of securities, of the Company in the United States of America, Germany or any other jurisdiction.

This announcement contains forward-looking statements. These statements are based on the current views, expectations and assumptions of 1&1 AG's management and contain known and unknown risks and uncertainties that could cause the actual results, performance or events to differ materially from those expressed or implied by such forward-looking statements. Actual results, performance or events may differ materially from those described therein due to, among other things, changes in the general economic environment or competitive situation, risks associated with capital markets, foreign exchange rate fluctuations and competition from other companies, changes in a foreign or domestic legal system, particularly with respect to the tax environment, that affect 1&1 AG, or other factors. 1&1 AG assumes no obligation to update forward-looking statements.

Montabaur, 16 May 2025

1&1 AG

The Management Board

About 1&1 AG

1&1 AG, headquartered in Montabaur, is a listed telecommunications provider and part of the United Internet Group. With a focus on the German market, 1&1 specifically strengthens the country's digital sovereignty. 1&1 is the first network operator in Europe to operate a fully virtualised 5G mobile network based on innovative Open RAN technology - independent, technology-agnostic and ready for real-time-applications of the future. As the fourth network, 1&1 O-RAN stands for more competition and innovation in the German mobile communications landscape.
 

In addition to a comprehensive mobile communications portfolio, broadband connections are offered which are mostly based on 1&1 Versatel's Germany-wide fibre-optic transport network and on regional networks of city carriers and Deutsche Telekom.

While the 1&1 brand addresses value and premium segments, the Group's discount brands appeal to price-conscious target groups.

Note:

Fiscal performance indicators such as EBITDA, EBITDA margin, EBIT, EBIT margin or free cash flow are used in addition to the disclosures required by the International Fiscal Reporting Standards (IFRS) in the annual and interim fiscal statements of 1&1 AG and in ad hoc reports pursuant to Art. 17 MAR to ensure a clear and transparent presentation of 1&1 AG business development. Information about the use, definition and calculation of these performance indicators is provided on pages 57, 58 of the Annual Report 2024 of 1&1 AG.