EANS-Adhoc: 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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26.05.2009

Montabaur, Büdelsdorf, 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. EUR 123 million,
payable as to ca. EUR 70 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 EUR
12 at the time of the technical migration of freenet´s broadband
contracts, a compensating per share cash amount, capped at EUR 4 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. EUR 49 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.

* Transaction values are all based on the XETRA closing price of a
United Internet share on 25nd May of EUR 7.53.

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

Further inquiry note:

Marcus Schaps

Head of Press and Public Relations

United Internet AG

Elgendorfer Strasse 57

56410 Montabaur

Germany

Tel: +49 2602/96-1076

Fax: +49 2602/96-1013

E-mail: mschaps@united-internet.de

Internet: www.united-internet.de

Branche: Telecommunications Services
ISIN: DE0005089031
WKN: 508903
Index: Midcap Market Index, TecDAX, CDAX, HDAX, Prime All Share,
Technologie All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
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München / free trade