(DGAP-Media / 2015-04-20 / 14:35)
- Elliott, holder of 13.5 percent of Kabel Deutschland shares, has called
the regional court Munich I today for two additional special audits at
Kabel Deutschland and the appointment of two special auditors.
- The special audits are to conduct an in-depth investigation of the
behavior of the KDG management in connection with the takeover by Vodafone.
The first audit had contained several concerning findings which from
Elliott's view need to be clarified urgently.
Munich (April 20, 2015) - Elliott Associates, L.P. and Elliott
International, L.P. together with affiliated entities ("Elliott"), today
announced that Elliott has called the regional court Munich I for
additional special audits at Kabel Deutschland Holding AG ("KDG") and the
appointment of two special auditors.
According to the motion, Martin Schommer from Constantin GmbH, who had done
the first audit, is to conduct an additional audit that includes the period
after March 31st, 2013. This would allow the special auditor to continue to
look independently at possible breaches of duty by the KDG management board
which have been brought up by the first special audit. In addition, Elliott
has called for the appointment of a second special auditor to examine the
alleged obstructions of the special auditor in the course of the first
special audit.
On the Extraordinary General Meeting on March 20th, 2015 the proposal of
Elliott for two additional special audits on the behavior of the KDG
management in connection with the takeover by Vodafone was voted down by
the voting majority of Vodafone, even though more than 20 percent of the
attending shareholders voted in favor of additional special audits.
From Elliott's point of view, the result of the voting shows that the vast
majority of minority shareholders, not just Elliott, have a justified
interest in a thorough investigation of the first report's findings. The
special auditors' report had been published by Kabel Deutschland in
December 2014 and had examined the behavior of the KDG management and
supervisory board before the public takeover by Vodafone.
Among other findings, the special auditor that examined the period until
March 31st, 2013, concluded that:
- The internal enterprise valuation that has been carried out by KDG and
its investment banks was significantly higher than the price which was
offered by Vodafone during the takeover and which was recommended to
shareholders by the management and supervisory board of KDG.
- In light of this internal valuation, the joint statement of the
management board and supervisory board of KDG which recommended the KDG
shareholders to accept Vodafone's offer price is implausible.
In conjunction with the filing, Elliott made the following statement:
"As the acquirer Vodafone has used its voting majority on the recent
extraordinary general meeting to block further examination of the takeover
of KDG by Vodafone, we have decided to call upon a court for the
appointment of two special auditors. As was to be expected, the management
of Kabel Deutschland and the majority shareholder Vodafone are obviously
not interested in clearing up the findings of the first special audit which
have in parts seriously incriminated the management and the supervisory
board of Kabel Deutschland. The minority shareholders who potentially have
been damaged by the boards of Kabel Deutschland and Vodafone have a
justified interest in having these allegations examined. We will now pursue
this goal by taking legal action."
About Elliott
Elliott Management Corporation manages two multi-strategy hedge funds which
combined have more than $25 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 25
+49 69 79 40 90 24
Thomas.Katzensteiner@charlesbarker.de
Tobias.Eberle@charlesbarker.de
End of Media Release
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Issuer: Elliott Advisors (UK) Limited
Key word(s): Finance
2015-04-20 Dissemination of a Press Release, transmitted by DGAP - a
service of EQS Group AG.
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346041 2015-04-20
(END) Dow Jones Newswires
April 20, 2015 08:35 ET (12:35 GMT)
