Elliott welcomes decision of Kabel Deutschland Holding AG

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News Desk 2018

Sep 6, 2016 at 6:45 AM

Elliott welcomes decision of Kabel Deutschland Holding AG to withdraw appeal against second special audit

DGAP-Media / 06.09.2016 / 12:29 - Elliott, holder of 14.43 percent of Kabel Deutschland Holding AG ("KDG") shares, welcomes the decision of Kabel Deutschland Holding AG to withdraw its appeal against a second special audit at KDG which had been ordered by the regional court Munich I on 9th June 2016. - The purpose of this second special audit is to conduct an in-depth investigation to the behaviour of the KDG management in connection with the takeover by Vodafone, including the period extending beyond March 31st 2013. The first audit completed in September 2014 revealed several concerning facts which Elliott believes need further investigation and over an extended period of time. Munich (September 6th 2016) - Elliott Associates, L.P. and Elliott International, L.P. together with affiliated entities ("Elliott"), today announced that Elliott welcomes the decision of Kabel Deutschland Holding AG to withdraw its appeal against an additional audit at Kabel Deutschland Holding AG ("KDG"), following a note from the higher regional court Munich. As a result, the decision of the regional court Munich I is now legally binding and the special auditor Martin Schommer who had been appointed by the court on June 9th 2016 can now begin, respectively continue his work. In accordance with the court decision, Mr. Schommer, who undertook the first special audit, is to conduct an additional special audit, extending the scope of examination to any actions and measures taken by the company beyond March 31st 2013. The ruling allows the special auditor to independently continue to examine possible breaches of duty by the KDG management board in the course of the takeover by Vodafone, and to further confirm the findings of the first special audit, limited to the period ending March 31st 2013. In conjunction with the withdrawal of the appeal, an Elliott legal adviser made the following statement: "We welcome the decision of Kabel Deutschland Holding AG to withdraw its appeal against the ruling of the regional court Munich I. This way, unnecessary further delays can be avoided and the special auditor can hopefully continue his work without any further obstructions by the company." Franck Tuil, Senior Portfolio Manager at Elliott, said: "We are looking forward to the results of the second special audit and we are optimistic that they will confirm our assessment that Vodafone and Kabel Deutschland withheld information relevant for the valuation of the Kabel Deutschland share from the other shareholders. It remains likely that the incremental cost to be borne by Vodafone will be in the billions of Euros." The first special auditor's report was published by Kabel Deutschland in December 2014 and examined the behavior of the KDG management and Supervisory Board before the public takeover by Vodafone in October 2013. Amongst other findings, the special auditor, who only examined the period until March 31st 2013, concluded that: - The internal enterprise valuation carried out by KDG and its investment banks was EUR109.5 to EUR150.5 per share, significantly higher than the price which was offered by Vodafone during the takeover and which was recommended to shareholders by the management and Supervisory Board of KDG. - In light of this internal valuation, the joint statement of the management board and Supervisory Board of KDG recommending the KDG shareholders to accept Vodafone's offer price is implausible. In the Extraordinary General Meeting of KDG on March 20th 2015, Elliott's proposal for two additional special audits on the behavior of the KDG management in connection with the takeover by Vodafone was voted down by the voting majority of Vodafone, even though almost all of the attending minority shareholders voted in favor of additional special audits. In response, Elliott had called upon the ruling of the Munich regional court that confirmed the necessity of further investigations on June 9th 2016. About Elliott Elliott Management Corporation manages two multi-strategy hedge funds which combined have more than $28 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest hedge funds under continuous management. The Elliott funds' investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. ### Media Contact: Charles Barker Corporate Communications Thomas Katzensteiner / Tobias Eberle +49 69 79 40 90 25 +49 69 79 40 90 24 Thomas.Katzensteiner@charlesbarker.de Tobias.Eberle@charlesbarker.de End of Media Release --------------------------------------------------------------------------- Issuer: Elliott Advisors (UK) Limited Key word(s): Finance 06.09.2016 Dissemination of a Press Release, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- 499315 06.09.2016

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