Announcement • May 06
Vantage Towers Announces Delisting of its Shares from Frankfurt Stock Exchange Effective Upon the Expiry of the 9 May 2023 The Management Board of Vantage Towers AG ("Vantage Towers") has been informed about the decision of the management of the Frankfurt Stock Exchange dated May 4, 2023, that the revocation of the admission of Vantage Towers AG shares to trading on the regulated market of the Frankfurt Stock Exchange under ISIN DE000A3H3LL2, announced in the ad hoc announcement dated March 21, 2023 and subsequently applied for revocation of the admission of the shares of Vantage Towers AG to trading on the regulated market of the Frankfurt Stock Exchange under ISIN DE000A3H3LL2 and simultaneously in the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional post-admission obligations (Prime Standard) will become effective upon the expiry of the May 9, 2023. Vantage Towers will also make applications to the other trading platformes that, if possible, Vantage Towers shares shall no longer be traded in the over-the-counter market on other stock exchanges with the expiry of the May 9, 2023, or shortly thereafter, and that any existing listings will be discontinued with effect from that date. Oak Holdings GmbH had already held a majority of approximately 89.26% of the shares in Vantage Towers AG following the settlement of its voluntary public takeover offer on March 22, 2023. The delisting follows the delisting offer of Oak Holdings GmbH of April 5, 2023, whose offer period expired on May 3, 2023, and which resulted in a tender of a further approx. 0.04 % of the shares in Vantage Towers AG to Oak Holdings GmbH. After May 9, 2023, all transparency obligations associated with a stock exchange listing on a regulated or organized market, such as the ad hoc disclosure obligation and the obligation to prepare half-yearly financial reports and quarterly statements, will cease to apply. Announcement • Nov 11
KKR & Co. Inc. (NYSE:KKR) along with Tower Bridge Infrastructure Partners LP managed by Global Infrastructure Management, LLC made an offer to entered into an agreement to acquire 81.7% stake in Vantage Towers AG (DB:VTWR) from Vodafone GmbH for €13.2 billion KKR & Co. Inc. (NYSE:KKR) along with Tower Bridge Infrastructure Partners LP managed by Global Infrastructure Management, LLC made an offer to entered into an agreement to acquire 81.7% stake in Vantage Towers AG (DB:VTWR) from Vodafone GmbH for €13.2 billion on November 9, 2022. Under the terms of transaction, the Bidder agrees to pay a cash consideration of €32.00 per Vantage Share (cum dividend gross offer price). In related transaction, KKR & Co. Inc. along with Tower Bridge Infrastructure Partners LP managed by Global Infrastructure Management, LLC made an offer to acquire 18.3% stake in Vantage Towers AG (DB:VTWR) for €3 billion on November 9, 2022. The Business Combination Agreement was signed following completion of a structured bidding process which had been initiated by Vodafone Group to continuing the business strategy, adequate financing, the future corporate governance structure, employees’ interests and Düsseldorf continuing to be the headquarters even after GIP/KKR have acquired their indirect shareholding. The current management board members of Vantage Towers will continue to lead the company. Management Board and Supervisory Board of Vantage Towers welcome the long-term partnership with GIP and KK, Transaction will be subject to various customary offer conditions, including the receipt of regulatory antitrust and FDI approval. In connection with the transaction, Rothschild & Co is acting as financial adviser to Vantage Towers, and Orrick Herrington & Sutcliffe is acting as legal adviser to Vantage Towers. GIP and KKR are advised by Morgan Stanley as exclusive financial advisor and Latham & Watkins as legal advisor Announcement • Nov 10
Vodafone and the Consortium to Consider to Remove Vantage Towers’ Public Listing from the Frankfurt Stock Exchange On November 9, 2022, a consortium of funds led by Global Infrastructure Management, LLC (‘GIP’) and KKR & Co. Inc. (together ‘the Consortium’) entered into a strategic co-control partnership with Vodafone GmbH (‘Vodafone’) for Vodafone’s c. 81.7% stake in Vantage Towers AG (‘Vantage Towers’ or ‘the company’). Vodafone will transfer its stake in Vantage Towers to a holding company (‘Oak BidCo’), which will be indirectly co-controlled by Vodafone and the Consortium. The Consortium will obtain a shareholding of up to 50%. Oak BidCo will launch a voluntary public takeover offer for all outstanding free float shares of Vantage Towers AG comprising c. 18.3% of the share capital. GIP and KKR will be investing through their core infrastructure strategies. Tower Bridge Infrastructure Partners will be part of the Consortium as a co-investor, with additional funding for the transaction provided by the Public Investment Fund (‘PIF’). As part of their strategic co-control partnership, the Consortium and Vodafone will launch a voluntary public takeover offer to the shareholders of Vantage Towers through Oak BidCo. Vantage Towers’ shareholders will be offered EUR 32.0 per share in cash. Vantage Towers’ shareholders will benefit from a 19% premium to the 3-month volume-weighted average share price. The voluntary takeover offer will be subject to various customary offer conditions, including the receipt of regulatory antitrust and FDI approvals, with closing expected in the first half of 2023. As part of the transaction, Oak BidCo and Vantage Towers have entered into a Business Combination Agreement in which Vantage Towers undertook to support the takeover offer. Subject to their review of the offer document, the management board and supervisory board of Vantage Towers welcome and support the offer and intend to recommend that Vantage Towers' shareholders accept the offer. The current management board members of Vantage Towers will continue to lead the company. Further, the Consortium and Vodafone intend to implement a domination profit and loss transfer agreement (‘DPLTA’) if the final shareholding of Oak BidCo in Vantage Towers is below 95%, or a squeeze-out of non-Oak-BidCo minority shareholders if the aggregate shareholding of Oak BidCo in the company is 95% or higher. Post-closing, Vodafone and the Consortium will consider removing Vantage Towers’ public listing from the Frankfurt Stock Exchange. 
