Pinsent Masons advises supervisory board of Telefónica Deutschland Holding in connection with the public tender offer of Telefónica

On 5 December 2023, the Spanish parent company submitted an offer to the shareholders of the listed Telefónica Deutschland Holding AG through its wholly owned subsidiary Telefónica Local Services GmbH to acquire approximately 551 million shares, corresponding to approximately 18.52% of the share capital. The period for accepting the offer ended on 17 January 2024. The offer price per share was EUR 2.35 in cash, meaning that the transaction volume of the acquisition offer was approximately EUR 1.3 billion. The purchase offer was accepted for around 234 million shares within the acceptance period. In total, Telefónica, S.A. directly and indirectly held approximately 93.1% of Telefónica Deutschland Holding AG at the end of the acceptance period.

The Pinsent Masons team comprehensively advised the supervisory board of Telefónica Deutschland Holding AG in connection with the acquisition offer, in particular on the submission of the reasoned statement on the offer required under the German Securities Acquisition and Takeover Act. Goldman Sachs advised the Supervisory Board on the financial adequacy of the offer price.

The cross-border Pinsent Masons team was led by Sven Schulte-Hillen and comprised Dr. Markus J. Friedl, Gudrun Moll and Antonio Sanchez Montero from our Madrid office.

Commenting on the transaction, Sven Schulte-Hillen said: “This transaction is a good example of our firm’s capacity to handle complex and cross-border projects that require multiple skillsets.”

Telefónica Deutschland is a long-standing client of Pinsent Masons' German practice. Most recently, the law firm advised the company on numerous technology projects and transactions, for example on the fiber optic joint venture between Allianz and Telefónica Group, as well as on the ordinary Annual General Meeting 2023.