EANS-Adhoc: freenet AG / United Internet to acquire freenet´s DSL business; preferred distribution partnership agreed

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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Contracts

26.05.2009

Büdelsdorf, Montabaur, 26th May 2009 - United Internet AG´s
subsidiary 1&1 Internet AG and freenet AG announce that they have
today signed an agreement for the acquisition of freenet´s DSL
business and a preferred distribution partnership in respect of DSL
products. Closing of the transaction is subject to a number of usual
conditions, in particular the receipt of clearance from the German
Federal Cartel Office. The purchaser will acquire the entire issued
share capital of freenet Breitband GmbH. The agreed purchase price
for the acquisition is ca. EUR123 million, payable as to ca. EUR70
million in cash and as to 4,583,500 in United Internet shares, which
will be paid from treasury shares. To the extent the trading price of
a United Internet share is below EUR12 at the time of the technical
migration of freenet´s broadband contracts, a compensating per share
cash amount, capped at EUR4 per United Internet share, will be paid.
United Internet is also permitted to pay the entire purchase price in
cash. The purchase price, which is mainly payable upon completion of
the technical migration, will be adjusted on a per contract basis.
The final amount paid will therefore depend on the number of DSL
contracts ultimately migrated. It is intended that the technical
migration be completed before year end 2009. In connection with the
signing of the distribution agreement, which will come into effect
after competition clearance of the transaction and have a minimum
term until 2014, 1&1 Internet AG has agreed, in addition to payment
of market-normal DSL commissions, to pay a premium in the period
until end of 2014 of up to 6,551,000 United Internet shares (today´s
market value ca.EUR49 million). The premium will be payable in four
tranches, depending on achievement of defined annual distribution
targets. 1&1 is also permitted to pay the premium in cash. 1&1
Internet AG will acquire all freenet´s freenetDSL and freenetKomplett
contracts. Customers of associated companies and of wholesale
partners are not included in the acquisition and will be retained by
freenet. It is estimated that, at the point of technical migration,
approx. 700,000 DSL contracts will be transferred to 1&1.

end of announcement euro adhoc
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ots Originaltext: freenet AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

freenet AG

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Tel.: +49 (0)40 51306-778

E-Mail: ir@freenet.ag

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