freenet / debitel

freenet AG has today signed an agreement for the acquisition of the debitel Group, mainly consisting of debitel AG, TALKLINE GmbH and _dug telecom ag. The seller is debitel (Netherlands) Holding BV, a holding company controlled by Permira funds. The supervisory board of freenet AG has approved the acquisition. As consideration for the acquisition of the debitel Group, freenet will issue 32 million new freenet shares (approx. 24.99 % after the capital increase) and a long-term EUR 132.5m interest-bearing loan note to the vendor. On a cash-free basis, the debitel Group will be acquired with financial liabilities in the amount of approx. EUR 1,135 million.

Completion of the transaction is subject to anti-trust approval by the German cartel authority (Bundeskartellamt) and establishment of the conditions necessary for listing the new shares. Permira has agreed to a lock-up for 100% of the new shares until the end of the Annual General Meeting 2008 and for 60% of the new shares until the end of the Annual General Meeting 2009, in any event not longer than 31st August 2009.

As a consequence of the transaction, freenet does not intend to pay a dividend in 2008.

(c) Press Release