The Deal: Vodafone Clinches Kabel Deutschland

LONDON ( The Deal) -- The U.K.'s Vodafone Group ( VOD) late Thursday, Sept. 11, said it had clinched the minimum 75% acceptances level needed to take over Kabel Deutschland, ending a nervous few days for the wireless telecom during which hedge funds flocked to the German target.

Maneuvering by hedge funds including Elliott Associates LP, which took a 10.9% Kabel stake, and by Davison Kempner Capital Management LLC, sparked fears the offer could collapse unless Vodafone raised its offer. The Newbury, England company is flush with cash after agreeing earlier this month to sell its 45% stake in Verizon Wireless to Verizon Communications ( VZ) for $130 billion. It offered €84.50 per share for Kabel, or €87 including an already declared dividend for the fiscal year ended March 31. That values the stock at €7.7 billion ($10.2 billion).

But Vodafone said Thursday it had crossed the 75% threshold by the midnight Wednesday deadline. The final tally will be out Monday and Kabel shareholders will then have another two weeks from Sept. 17 to Sept. 30 to tender their stock.

It expects the European Commission to complete a phase one review of the deal on Sept. 20.

The takeover would allow Vodafone to cut the costs of running its German mobile network by using its new subsidiary's web of cables to carry traffic between masts.

It will also be able to offer existing German customers cable TV services and to gain access to Kabel's customers to sell them new products.

Failure to secure the target would have undermined Vodafone CEO Vittorio Colao's plan to use Verizon Wireless cash for acquisitions in existing developed markets and in emerging markets; some observers predicted a collapse of the takeover could have made Vodafone a target itself.

It was unclear whether Elliott Associates had tendered its stake. However, German squeeze-out laws that encourage litigation by hold-out shareholder may yet yield a rich pay day for recalcitrant Kabel shareholders.

Under German rules Vodafone would need to attain 95% acceptances within the two week extension period to squeeze out shareholders.

If it fails it would have three months to apply to a Frankfurt court to order a squeeze-out but would have needed to acquire at least 95% in the interim.

A recent rule change means an acquirer could squeeze out shareholders with just 90% under certain circumstances, and if it obtains a shareholders' resolution.

--Written by Laura Board

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