Telefónica Local Services made an offer to acquire 18.52% stake in Telefónica Deutschland Holding AG (XTRA:O2D) for ?1.3 billion on November 7, 2023. The acquisition of the Telefónica Deutschland shares as part of this offer as well as the transaction costs will be covered entirely from the existing liquid assets and liquid cash equivalents. The management and the supervisory board of Telefónica Deutschland recommend the shareholders to accept the offer. As of December 5, 2023, the offer will commence from December 5, 2023, and will close on January 17, 2024. As of January 17, 2024, the offer condition described in section 13.1 of the offer document is no material market adverse change was fulfilled on January 16, 2024.

Bank of America and J.P. Morgan are acting as financial advisors, and Christian Cascante, Jochen Tyrolt, Steffen Carl, Jacob von Andreae, Stefan Mayer, Johann Wagner, Ingo Brinker, Stephan Aubel, Andreas Neun and Christian Arnold of Gleiss Lutz, Davis Polk & Wardwell LLP and Uría Menéndez as legal advisors to Telefónica. Citi and Goldman Sachs provided fairness opinion to management and supervisory board of Telefónica Deutschland. Oliver Thurn and Karsten Heider of CMS acted as legal advisors to Management Board of Telefónica Deutschland.

Telefónica Local Services completed the acquisition of a 7.86% stake in Telefónica Deutschland Holding AG (XTRA:O2D) for approximately ?550 million on January 17, 2024. In addition, since the Offer was announced, Telefónica has acquired (other than pursuant to the Offer) approximately 13.43% of the share capital and voting rights of Telefónica Deutschland. This includes the settlement of financial instruments that gave Telefónica the right to acquire approximately 1.32% of Telefónica Deutschland?s share capital. The Bidder expects the settlement of the Offer and the payment of the offer price to occur on January 26, 2024. On completion, the persons acting jointly with the Bidder held 2,769,413,111 corresponding to approximately 93.10% of Telefónica Deutschland?s share capital and the voting rights.