United Internet Ag · XETR:UTDI

United Internet — Merger or Acquisition (May 2017)

16 slides from United Internet's merger presentation, May 12, 2017

  1. Slide 1: Creating a strong #4 player in the German telco market

    UNITED INTERNET Creating a strong #4 player in the German telco market – Strategic Combination with Drillisch AG May 12, 2017 1 Company Presentation May 12, 2017

  2. Slide 2: Disclaimer

    DISCLAIMER This presentation is for information purposes only. It is neither an offer to purchase nor a solicitation of an offer to sell shares of United Internet Aktiengesellschaft (“United Internet-Shares”) or of Drillisch Aktiengesellschaft (“Drillisch-Shares”). An offer to purchase Drillisch-Sha

  3. Slide 3: Transaction Overview – Key Highlights

    TRANSACTION OVERVIEW – KEY HIGHLIGHTS  United Internet AG and Drillisch AG announce the combination of 1&1 Telecommunication SE with Drillisch AG by way of a contribution-in-kind  Creating a strong #4 player in the German telco market with revenues of >€3.2bn and more than 12 million subscribers 1

  4. Slide 4: Combination of two high-growth mobile players into one full-service provider

    COMBINATION OF TWO HIGH-GROWTH MOBILE PLAYERS INTO ONE FULL-SERVICE PROVIDER Strong #4 player in the German telco market with…  Efficient utilization of network capacities available to Drillisch through TEFD  Well-known and trusted brand contract  Secured long-term access to  Infrastructure util

  5. Slide 5: Driving the next level of consolidation in the German telco market

    DRIVING THE NEXT LEVEL OF CONSOLIDATION IN THE GERMAN TELCO MARKET – CREATING A STRONG #4 PLAYER +  Revenues: €2.5bn 1  Revenues: €0.7bn 1  Subs: 8.7m 1  Combined Rev.: €3.2bn 1  Subs: 3.4m 1 Previous acquisitions:  Subs: >12m 1 Previous acquisitions: (mass market) (broadband customers) Expect

  6. Slide 6: Combination will lead to significant shareholder value creation

    COMBINATION WILL LEAD TO SIGNIFICANT SHAREHOLDER VALUE CREATION 1 Creating a strong #4 player in the German telco market  The largest MBA MVNO in the German telco market and number three in fixed broadband  Powerful combined online and offline distribution platform  Diverse brand portfolio coveri

  7. Slide 7: Strong growth opportunities due to shared access to TEFD network through MBA MVNO contract

    STRONG GROWTH OPPORTUNITIES AT ATTRACTIVE TERMS DUE TO SHARED ACCESS TO TEFD NETWORK THROUGH MBA MVNO CONTRACT Two main growth drivers: 1) Expected growth of network capacity in Germany by more than 50% p.a.1 Significant growth potential 2) Drillisch share of Telefónica network capacity increasing t

  8. Slide 8: Key sources of expected synergies

    KEY SOURCES OF EXPECTED SYNERGIES (POST SUCCESSFUL COMPLETION OF FULL TRANSACTION)  Efficient utilization of existing, legally contracted network capacities by Drillisch from TEFD MBA MVNO  Expansion of product portfolio through secured access to future contract technologies  Synergies from 2018

  9. Slide 9: Proposed management team of combined companies

    PROPOSED MANAGEMENT TEAM OF COMBINED COMPANIES André Driesen Ralph Dommermuth (CEO) Martin Witt  Post closing of the full transaction (capital increase II) and subject to Supervisory Board approval, the management team of the combined company is planned to consist of Ralph Dommermuth, Martin Witt a

  10. Slide 10: Contribution of 1&1 Telecommunication SE into Drillisch AG – Key Parameters

    1 CONTRIBUTION OF 1&1 TELECOMMUNICATION SE INTO DRILLISCH AG – KEY PARAMETERS  1&1 Telecommunication SE valued at €5.85 billion on a debt and cash free basis Transaction  1&1 Versatel’s Mass Market customers will be part of the transaction perimeter terms  Drillisch is valued at €50 per share imp

  11. Slide 11: Announcement of intention to launch a voluntary cash offer of €50 per Drillisch AG share

    2 ANNOUNCEMENT OF INTENTION TO LAUNCH A VOLUNTARY CASH OFFER OF €50 PER DRILLISCH AG SHARE  All cash voluntary takeover offer pursuant to sections 29 et seq. WpÜG for the acquisition of all shares held by the shareholders of the Drillisch AG  Offer price of €50 per Drillisch share, which represent

  12. Slide 12: All stakeholders will benefit from the transaction

    ALL STAKEHOLDERS WILL BENEFIT FROM THE TRANSACTION  Substantial value creation potential through significant synergies benefitting United Internet as well as Drillisch shareholders  Expected run-rate EBITDA synergies increasing from 2018 onwards to c. €150m p.a. in 2020 and to c. €250m p.a. by 202

  13. Slide 13: All stakeholders will benefit from the transaction (cont'd)

    ALL STAKEHOLDERS WILL BENEFIT FROM THE TRANSACTION (CONT’D)  United Internet’s well-known high quality products and customer service to be extended to all customers of the combined group  Well established and complementary product portfolio to cater to a broad range of customers Customers  Enhanc

  14. Slide 14: Target structure post full transaction

    TARGET STRUCTURE POST FULL TRANSACTION Drillisch AG ≤27.3% ≥72.7% shareholders Consumer Business Consumer Business Listed UI Ventures1 Access Access Applications Applications investments1 100% 100% 100% 66.66% 25.10% 25.11% 29.43% 2) 29.02% 10.46% 25.10% 8.31% 30.36% Drillisch AG remains an independ

  15. Slide 15: Transaction timeline and key events

    TRANSACTION TIMELINE AND KEY EVENTS Announcement Offer period (expected) Expected closing Public Offer to be Closing of full announcement of launched post End of offer period transaction transaction approval from BaFin May 12, 2017 May 2017 End of May 2017 End of June 2017 July 25, 2017 End of 2017

  16. Slide 16: United Internet – Our success story continues!

    UNITED INTERNET Our success story continues! 16 Company Presentation May 12, 2017

United Internet — Merger or Acquisition (May 2017) on 6ix