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. Announcement • Nov 04
Vantage Towers AG to Report First Half, 2023 Results on Nov 14, 2022 Vantage Towers AG announced that they will report first half, 2023 results on Nov 14, 2022 Buying Opportunity • Oct 20
Now 21% undervalued after recent price drop Over the last 90 days, the stock is down 8.1%. The fair value is estimated to be €32.98, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has grown by 88% over the last year. Earnings per share has grown by 38%. For the next 3 years, revenue is forecast to grow by 6.4% per annum. Earnings is also forecast to grow by 10% per annum over the same time period. Announcement • Oct 15
Vodafone in Advanced Talks to Finalise Vantage Stake Sale by November 15, 2022 Vodafone Group Public Limited Company (LSE:VOD) is speeding up talks with a handful of financial investors to sell a slice of its wireless towers unit as it hopes to agree a deal by Nov. 15 to coincide with its half-year earnings, two sources close to the matter told Reuters. The British telecoms group is evaluating proposals to either halve its nearly 82% holding in Frankfurt-listed Vantage Towers AG (DB:VTWR) or just sell 25% of it in a bid to free up cash and respond to activist pressure to shake up the company and improve profitability, the sources said, speaking on condition of anonymity. Shares in Vantage Towers - which has a market value of 13 billion euros ($12.7 billion) - have dropped 18.3% since the start of the year. That makes it an attractive proposition for bidders - including a consortium of investment firms KKR (KKR.N) and Global Infrastructure Partners (GIP) - to invest in a recession-proof business at a discount, the sources said. A spokesperson for Vodafone said the company had previously expressed its "preference to move to co-control and deconsolidate Vantage", adding in doing so Vodafone would be "pragmatic and value oriented", pursuing whatever solution was in the best interest of its shareholders. Vantage and KKR declined to comment, while GIP was not immediately available for comment. Vodafone's advisers have asked bidders to complete due diligence in the coming weeks and submit binding bids in November, the sources said, cautioning a deal was not certain and the timeframe might still slip. 
