DGAP-News: freenet AG: Clarification of voting behaviour in the Board of Directors of the Sunrise (deutsch)

freenet AG: Clarification of voting behaviour in the Board of Directors of the Sunrise

DGAP-News: freenet AG / Schlagwort(e): Stellungnahme
freenet AG: Clarification of voting behaviour in the Board of Directors of
the Sunrise (News mit Zusatzmaterial)

08.10.2019 / 18:06
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Clarification of voting behaviour in the Board of Directors of the Sunrise

Dear Fellow Sunrise Shareholders,

As member of the Board of Directors of Sunrise, we would like to set the
record straight about our position relating to Sunrise's proposed
transaction and correct Sunrise's reporting that we changed our opinion on
the transaction overtime.

As part of their efforts to pursue support for the proposed transaction,
Sunrise has chosen to disclose confidential board and board committee
discussions in an attempt to somehow discredit our service on the Board of
Directors of Sunrise. However, their statement that we changed our
perspective on the merits of the transaction during this process is patently
not true and their selective disclosure therefore only serves to further
mislead shareholders. While we believe that board discussions should remain
confidential, we feel compelled in this case to provide Sunrise shareholders
with the facts as clearly as possible within legal boundaries.

We made our concerns about an all-cash structure for UPC very clear to the
Board of Directors of Sunrise from the outset and have remained consistent
in our view throughout. While we agreed with a continuation of the
negotiation process in the early stages to explore whether alternative terms
could be agreed, it is misleading and incorrect for Sunrise to present this
as having been "supportive" of the all-cash-deal. In fact, on two separate
occasions in January 2019 at the Board of Directors of Sunrise (once the
unfavourable deal terms became more tangible), we voted against the deal due
to its structure and shared our opposition publicly. And ultimately, when
the proposed deal was presented to the Board of Directors for final
approval, we voted against.

We have been consistent in our opposition from the outset and, as more
information has become available, our opposition has only strengthened. From
our extensive experience in the telecoms sector and detailed review of the
proposed deal, it is clear to us that the UPC Switzerland transaction is not
in the best interests of Sunrise and its shareholders and thus should be
rejected at this month's EGM.

- Since the deal's announcement in January, Sunrise's share price has
declined and we fear there will be further downside if the transaction were
to move ahead

- We question the sustainability of the cable industry and believe that its
decline across markets will only accelerate as the switch to 5G becomes
mainstream

- The deal is expensive and given the cable industry's as well as UPC's
challenges, Sunrise shareholders will pay too much for UPC Switzerland

- The deal's all-cash structure is not in the best interest of Sunrise and
its shareholders

- Sunrise will continue to thrive as a stand-alone company and there are
more cost-effective alternatives than UPC Switzerland to further drive
convergence

We remain committed to the best interests of Sunrise and its shareholders
and therefore consistent in our opposition to the proposed deal. Increasing
the value of Sunrise is in the interest of all its shareholders. We are not
the only shareholder that has been public in their opposition, and encourage
all shareholders to oppose the UPC Switzerland transaction and the
corresponding capital increase on 23 October 2019.

Best regards,

Christoph Vilanek Ingo Arnold
CEO of freenet AG CFO of freenet AG
Member of the Board of Directors of Member of the Board of Directors of
Sunrise Communications Group AG Sunrise Communications Group AG
(since April 2016) (since April 2019)

Zusatzmaterial zur Meldung:

Dokument: http://n.eqs.com/c/fncls.ssp?u=MOLJIPOKSI
Dokumenttitel: Clarification of voting behaviour in the Board of Directors
of the Sunrise

08.10.2019 Veröffentlichung einer Corporate News/Finanznachricht,
übermittelt durch DGAP - ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,
Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap.de

Sprache:        Deutsch
   Unternehmen:    freenet AG
                   Hollerstraße 126
                   24782 Büdelsdorf
                   Deutschland
   Telefon:        [phone]
   Fax:            [phone]
   E-Mail:         [e-mail]
   Internet:       www.freenet-group.de
   ISIN:           DE000A0Z2ZZ5, DE000A1KQXU0
   WKN:            A0Z2ZZ , A1KQXU
   Indizes:        MDAX, TecDAX
   Börsen:         Regulierter Markt in Frankfurt (Prime Standard);
                   Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
                   München, Stuttgart, Tradegate Exchange
   EQS News ID:    887231

   Ende der Mitteilung    DGAP News-Service
887231 08.10.2019

	 ISIN  DE000A0Z2ZZ5  DE000A1KQXU0

	AXC0232    2019-10-08/18:07