(DGAP-Media / 28.10.2014 / 13:43)
- Report examines behavior and actions of Kabel Deutschland and Vodafone
before and during last year's takeover
- Kabel Deutschland's refusal to provide the report follows a pattern of
obstructing shareholder attempts to gain transparency into the transaction
Munich (28 October, 2014) - Elliott Associates, L.P. and Elliott
International, L.P. together with affiliated entities ("Elliott"),
announced today that Elliott has filed a lawsuit with the Munich regional
court to gain access to the special auditor's report, which examines the
behavior and actions of Kabel Deutschland Holding AG ("KDG") and Vodafone
before and during the public takeover of KDG by Vodafone. Among other
topics, the report apparently examined several statements and actions of
KDG concerning the takeover and also the valuation of the shares during the
takeover offer by Vodafone.
In conjunction with the filing, Elliott made the following statement
regarding KDG's refusal to provide the report:
"First, Vodafone tried to cancel the special audit. Next, the management of
KDG criticized the special auditor's report at the company's most recent
AGM. Now, the management is refusing to provide shareholders with access to
the report. This pattern of obstructing shareholder attempts to gain
transparency into the Vodafone transaction is unacceptable and lacking any
legal basis. Furthermore, it is absurd that the company has criticized the
special auditor's report but won't make that report accessible to
shareholders. What is in the report that the company doesn't want
shareholders to see? Shareholders have the right by law to access the
report - in full and unredacted - and evaluate its conclusions for
themselves."
The report in question was, according KDG management's comments at the AGM
on October 9, sent to KDG by the special auditor on September 29, 2014.
According to §145 (6) sentence 4 Aktiengesetz (Stock Corporation Act),
shareholders have the right to access the report. After Elliott's lawyers
urged management to publish the report and explained possible legal
consequences if it failed to do so, KDG management said during the AGM that
they would supply the report promptly, without any conditions.
To this day, and despite a dunning letter by Elliott which again urged KDG
to supply the report immediately, KDG is withholding the report without
legal grounds.
In stark contrast to what they committed to do at the AGM, KDG management
responded to Elliott's letter with a fax to Elliott's lawyers on October 22
declining to provide the report and only saying that it would be provided
in "due time," without specifying when that might be. The fax sent by KDG
also implied that it was considering cutting or redacting parts of the
report.
The management of KDG has no legal basis for holding back the report or
editing it in any way. Under German law, selected redacting can only be
requested by the management if the report was commissioned by a court. In
this case, the special audit was conducted at the request of KDG
shareholders, who appointed the special auditor at last year's AGM.
Further delays and/or any edits to the report are, from the view of
Elliott, neither in accordance with the law nor acceptable. This assessment
was also communicated to KDG with a deadline to supply the full report by
Friday, October 24. KDG failed to meet this deadline, which led to
Elliott's decision to file its lawsuit with the Munich regional court
today.
About Elliott
Elliott Management Corporation manages two multi-strategy hedge funds which
combined have more than $24 billion of assets under management. Its
flagship fund, Elliott Associates, L.P., was founded in 1977, making it one
of the oldest hedge funds under continuous management. The Elliott funds'
investors include pension plans, sovereign wealth funds, endowments,
foundations, funds-of-funds, high net worth individuals and families, and
employees of the firm.
###
Media Contact:
Charles Barker Corporate Communications
Thomas Katzensteiner / Tobias Eberle
+49 69 79 40 90 24
+49 69 79 40 90 25
Thomas.Katzensteiner@charlesbarker.de
Tobias.Eberle@charlesbarker.de
End of Media Release
=--------------------------------------------------------------------
Issuer: Elliott Advisors (UK) Limited
Key word(s): Finance
28.10.2014 Dissemination of a Press Release, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
=--------------------------------------------------------------------
293704 28.10.2014
(END) Dow Jones Newswires
October 28, 2014 08:43 ET (12:43 GMT)
