Pinsent Masons advises Supervisory Board of Telefónica Deutschland on successful delisting tender offer

The public delisting tender offer has now been successfully completed with the expiry of the tender period on 18 April 2024. Since 19 April 2024, Telefónica Deutschland is no longer listed on the Frankfurt Stock Exchange. 

The Management Board and the Supervisory Board of Telefónica Deutschland had already responded in a joint statement to a partial acquisition offer Telefónica Local Services GmbH in December 2023. On 26 March 2024, another joint statement was issued with respect to the Bidder’s renewed offer in relation to the public delisting tender offer for all Telefónica Local Services GmbH shares in Telefónica Deutschland that were not directly held by the Bidder at a price of EUR 2.35 in cash. The Management Board and the Supervisory Board had recommended to the shareholders to accept the offer. 

The Supervisory Board was advised by Pinsent Masons and the team acting on the transaction was led by partner Sven Schulte Hillen alongside Dr. Markus J. Friedl, Manuel Berger, Gudrun Moll, Florian von Baum as well as Antonio Sánchez Montero. 

Commenting on the deal, partner Sven Schulte-Hillen said: "The collaboration was characterised by a constructive and efficient way of working. Both Telefónica Deutschland and Pinsent Masons teams were extremely well-rehearsed. Thanks to our long-standing client relationship with Telefónica, we know the client's needs and are delighted that they have once again placed their trust in our expertise.”

In total, Telefónica, S.A. directly and indirectly held approximately 94.35% of the shares in Telefónica Deutschland at the beginning of the offer period. The offer was aimed at acquiring the remaining 5.65% of the shares. This values Telefónica Deutschland at around EUR 7 billion and the outstanding stake at just under EUR 400 million. By the end of the offer period, 74,338.954 shares had been tendered. Telefónica, S.A. therefore now holds 96.85% of the share capital of Telefónica Deutschland Holding AG. The deal value amounts to EUR 175 million.

In December 2023, the Pinsent Masons team advised the Supervisory Board of Telefónica Deutschland Holding AG in connection with the offer made by Telefónica, S.A. to the shareholders of Telefónica Deutschland Holding AG for the acquisition of approximately 551 million shares by its wholly-owned subsidiary Telefónica Local Services GmbH. The Pinsent Masons team particularly assisted Telefónica Deutschland with the submission of the reasoned opinion on the offer required under the German Securities Acquisition and Takeover Act. The purchase offer was accepted for around 234 million shares within the acceptance period, which ended on 17 January 2024.