Elliott welcomes decision of Kabel Deutschland Holding AG to withdraw appeal against second special audit
DGAP-Media / 06.09.2016 / 12:29
- Elliott, holder of 14.43 percent of Kabel Deutschland Holding AG ("KDG")
shares, welcomes the decision of Kabel Deutschland Holding AG to withdraw
its appeal against a second special audit at KDG which had been ordered by
the regional court Munich I on 9th June 2016.
- The purpose of this second special audit is to conduct an in-depth
investigation to the behaviour of the KDG management in connection with the
takeover by Vodafone, including the period extending beyond March 31st
2013. The first audit completed in September 2014 revealed several
concerning facts which Elliott believes need further investigation and over
an extended period of time.
Munich (September 6th 2016) - Elliott Associates, L.P. and Elliott
International, L.P. together with affiliated entities ("Elliott"), today
announced that Elliott welcomes the decision of Kabel Deutschland Holding
AG to withdraw its appeal against an additional audit at Kabel Deutschland
Holding AG ("KDG"), following a note from the higher regional court Munich.
As a result, the decision of the regional court Munich I is now legally
binding and the special auditor Martin Schommer who had been appointed by
the court on June 9th 2016 can now begin, respectively continue his work.
In accordance with the court decision, Mr. Schommer, who undertook the
first special audit, is to conduct an additional special audit, extending
the scope of examination to any actions and measures taken by the company
beyond March 31st 2013. The ruling allows the special auditor to
independently continue to examine possible breaches of duty by the KDG
management board in the course of the takeover by Vodafone, and to further
confirm the findings of the first special audit, limited to the period
ending March 31st 2013.
In conjunction with the withdrawal of the appeal, an Elliott legal adviser
made the following statement:
"We welcome the decision of Kabel Deutschland Holding AG to withdraw its
appeal against the ruling of the regional court Munich I. This way,
unnecessary further delays can be avoided and the special auditor can
hopefully continue his work without any further obstructions by the
Franck Tuil, Senior Portfolio Manager at Elliott, said:
"We are looking forward to the results of the second special audit and we
are optimistic that they will confirm our assessment that Vodafone and
Kabel Deutschland withheld information relevant for the valuation of the
Kabel Deutschland share from the other shareholders. It remains likely that
the incremental cost to be borne by Vodafone will be in the billions of
The first special auditor's report was published by Kabel Deutschland in
December 2014 and examined the behavior of the KDG management and
Supervisory Board before the public takeover by Vodafone in October 2013.
Amongst other findings, the special auditor, who only examined the period
until March 31st 2013, concluded that:
- The internal enterprise valuation carried out by KDG and its investment
banks was EUR109.5 to EUR150.5 per share, significantly higher than the
price which was offered by Vodafone during the takeover and which was
recommended to shareholders by the management and Supervisory Board of KDG.
- In light of this internal valuation, the joint statement of the
management board and Supervisory Board of KDG recommending the KDG
shareholders to accept Vodafone's offer price is implausible.
In the Extraordinary General Meeting of KDG on March 20th 2015, Elliott's
proposal for two additional special audits on the behavior of the KDG
management in connection with the takeover by Vodafone was voted down by
the voting majority of Vodafone, even though almost all of the attending
minority shareholders voted in favor of additional special audits. In
response, Elliott had called upon the ruling of the Munich regional court
that confirmed the necessity of further investigations on June 9th 2016.
Elliott Management Corporation manages two multi-strategy hedge funds which
combined have more than $28 billion of assets under management. Its
flagship fund, Elliott Associates, L.P., was founded in 1977, making it one
of the oldest hedge funds under continuous management. The Elliott funds'
investors include pension plans, sovereign wealth funds, endowments,
foundations, funds-of-funds, high net worth individuals and families, and
employees of the firm.
End of Media Release
Issuer: Elliott Advisors (UK) Limited
Key word(s): Finance
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