Den Haag, 21-6-12
• KPN publishes position statement in response to América Móvil’s unsolicited partial offer
• Strategic review of E-Plus shows significant synergy value embedded in German market
• Strategic review of BASE finalized, sale process to start in July
• Accelerated investment strategy in The Netherlands on track
• Continued profitable growth in Germany and Belgium
Royal KPN N.V.’s (“KPN”) Supervisory Board and Board of Management (the “KPN Boards”) today publish a position statement in response to América Móvil S.A.B. de C.V.’s (“América Móvil”) unsolicited partial offer for a number of ordinary shares that, together with all ordinary shares currently held or otherwise purchased by América Móvil or its affiliates outside the partial offer, will represent no more than approximately 27.7% of the issued and outstanding shares. The KPN Boards maintain the view that the partial offer by América Móvil significantly undervalues the company and does not offer an appropriate premium on all outstanding ordinary shares for gaining significant influence.
KPN announced in its press release of 8 May 2012 that it would explore all strategic options in the best interests of all shareholders (including the non-tendering shareholders) and other stakeholders. As stated in the press release of 20 June 2012, KPN has an even stronger belief in the potential significant synergy value which could be created through in-market consolidation in Germany and is convinced that other parties share this view. However, the current adverse conditions in financial markets have meant that no agreement could be reached at this point in time.
The strategic review of KPN Group Belgium (“BASE”), as announced on 16 April 2012, has been finalized. The KPN Boards have decided to start the sale process for BASE in July. The proceeds will be used to improve KPN’s credit profile and financial flexibility. BASE is a successful Challenger showing strong revenue growth at attractive margins, with excellent momentum for continued upside.
KPN emphasizes its strategy, announced in May 2011, to strengthen, simplify and grow its businesses. The strategy focuses on further strengthening the leading market positions in The Netherlands and continued profitable growth in the German and Belgian mobile markets. The accelerated investment strategy in The Netherlands, as announced on 24 January 2012, is on track. The accelerated roll-out of the mobile broadband network in Germany and Belgium will support continued profitable growth.
Going forward, KPN will maintain an active dialogue with all shareholders, including América Móvil, for the benefit of the company and its stakeholders. The KPN Boards emphasize that the current and potential future value of KPN is not reflected in the unsolicited partial offer by América Móvil. KPN reiterates its recommendation that shareholders take no action in respect of América Móvil's unsolicited partial offer.
This is an announcement in accordance with section 20 paragraph 1 juncto section 18 paragraph 3 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) and section 5:25i paragraph 2 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) in connection with the unsolicited partial offer by América Móvil dated 29 May 2012 for a number of ordinary shares in KPN that, together with all ordinary shares currently held or otherwise purchased by América Móvil or its affiliates outside the partial offer, will represent no more than approximately 27.7% of the issued and outstanding ordinary shares in the share capital of KPN.