Deutsche Telekom International Finance B.V. announces offers to purchase any and all of its outstanding notes due 2021 and 2022

BONN, Germany, May 18, 2020 /PRNewswire/ -- Deutsche Telekom AG announces that its wholly owned subsidiary Deutsche Telekom International Finance B.V. (the "Company") today announced offers (the "Offers") to purchase any and all of the Company's outstanding 1.950% Fixed Rate Notes due 2021 (the "2021 Notes") and 2.820% Fixed Rate Notes due 2022 (the "2022 Notes" and together with the 2021 Notes, the "Notes") guaranteed by Deutsche Telekom AG. The terms and conditions of the Offers are described in an offer to purchase dated today (the "Offer to Purchase"). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase.

The purpose of the Offers is, amongst other things, to proactively manage the Company's cost of carry. The Offers also provide holders with the opportunity to sell their current holdings in the Notes ahead of the maturity date. Notes purchased by the Company pursuant to the Offers are expected to be cancelled and will not be reissued or re-sold.

The Offers

The following table sets forth certain information relating to the pricing for the Offers.

¹The Tender Consideration will be determined taking into account the par call date for such series of Notes, as described in the Offer to Purchase.

The Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase, which is available to holders on https://www.gbsc-usa.com/telekom/ and through the information agent, Global Bondholder Services Corporation, by calling +1 (866) 470-3900 (toll free) or +1 212-430-3774 (for banks and brokers). The Offers will expire at 5:00 p.m., New York City time, on May 22, 2020, unless extended (such date and time, as may be extended, the "Expiration Time"). Tenders of Notes may be withdrawn on or prior to the Expiration Time, but, except as otherwise provided in the Offer to Purchase, not thereafter.

Holders must validly tender (and not validly withdraw) or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or before the Expiration Time in order to be eligible to receive the Tender Consideration (as defined below). Holders of Notes that are validly tendered and not withdrawn on or prior to the Expiration Time and accepted for purchase will receive a tender consideration for each $1,000 principal amount of Notes that would reflect a yield to the applicable par call or maturity date of such series of Notes equal to the sum of (i) the Reference Yield (as defined below) for such series, determined at 10:00 a.m. (New York City time) on May 22, 2020, plus (ii) the fixed spread applicable to such series, as set forth in the table above (the "Fixed Spread"), minus accrued and unpaid interest on the Notes from, and including, the most recent interest payment date up to, but excluding, the Settlement Date (as defined below) (the "Tender Consideration"). The "Reference Yield" means the bid-side yield to maturity of the applicable reference security listed in the table above (the "Reference Security") for such series as calculated by the Dealer Managers.

In addition, holders who tender Notes that are accepted for purchase by the Company pursuant to the Offers will receive a cash payment representing the accrued and unpaid interest on the relevant Notes from, and including, the immediately preceding interest payment date applicable to such Notes to, but excluding, the Settlement Date (the "Accrued Interest"). The Company expects to pay the Tender Consideration, together with any Accrued Interest, to the holders of Notes validly tendered at or prior to the Expiration Time and not validly withdrawn on May 26, 2020 (such date the "Settlement Date") and to the holders of Notes tendered through guaranteed delivery procedures on May 28, 2020 (such date the "Guaranteed Delivery Settlement Date"). No tenders submitted after the Expiration Time will be valid. Notes purchased pursuant to the Offers are expected to be cancelled.

The Offers are subject to the satisfaction or waiver of certain conditions, as specified in the Offer to Purchase. The Company reserves the right to terminate the Offers and, if any of the conditions are not satisfied, the Company will not be obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws. The Offers are not conditioned on the tender of a minimum principal amount of Notes.

Further Information

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers for the Offers:

The Dealer Managers for the Offers are:

Questions and requests for assistance in connection with the tender of Notes including requests for a copy of the Offer to Purchase may be directed to:

THE INFORMATION AND TENDER AGENT

Global Bondholder Services Corporation

Email: [email protected] 
Website: https://www.gbsc-usa.com/telekom/
By Facsimile (for Eligible Institutions only): +1 (212) 430-3775 or +1 (212) 430-3779

Each Holder is solely responsible for making its own independent appraisal of all matters as such Holder deems appropriate (including those relating to the Offers) and each Holder must make its own decision as to whether to tender any or all of its Notes for purchase pursuant to the Offers.

None of the Dealer Managers, the Information and Tender Agent, Citibank, N.A. (the "Fiscal Agent") or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, Deutsche Telekom AG, the Notes or the Offers contained in this announcement or in the Offer to Purchase. None of the Dealer Managers, the Information and Tender Agent, the Fiscal Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to itself, Deutsche Telekom AG, or the Notes which is material in the context of the Offers and which is not otherwise publicly available.

None of the Company, the Fiscal Agent, the Information and Tender Agent or the Dealer Managers makes any recommendation as to whether holders should tender all or any portion of their Notes pursuant to the Offers or, if they wish to submit a tender, as to the principal amount of Notes to tender. Each Holder must make his, her or its own decision as to whether to tender Notes and, if so, the principal amount of Notes to tender.

The Company will fund the Offers with cash resources available to the Company.

Disclaimer

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offers. If any Holder is in any doubt as to the contents of this announcement or the Offer to Purchase or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

Offer and Distribution Restrictions

Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Offer to Purchase comes are required by each of the Company, Deutsche Telekom AG, the Fiscal Agent, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

United Kingdom

The communication of the Offer to Purchase and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (together, for the purpose of the paragraph, "relevant persons"). Any investment or investment activity to which the Offer to Purchase relates is available only to relevant persons and will be engaged in only with relevant persons (and is subject to other restrictions referred to in the Financial Promotion Order).

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Offer to Purchase nor any other document or material relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offers. The Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy

None of the Offers, the Offer to Purchase or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy may tender their Notes in the Offers through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 13, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.

Belgium

Neither the Offer to Purchase nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, the Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

General

The Offer to Purchase does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Each Holder participating in the Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Offer to Purchase. Any tender of Notes for purchase pursuant to the Offers from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

About Deutsche Telekom International Finance B.V. 

The Company is a Dutch limited liability company whose registered address is Stationsplein 8-K, 6221 BT Maastricht, the Netherlands. It is a wholly owned subsidiary of Deutsche Telekom AG.

Forward-looking statements

This announcement, the Offer to Purchase and the documents incorporated by reference therein contain forward-looking statements that reflect the current views of Deutsche Telekom AG's management with respect to future events. They are generally identified by the words "expect," "anticipate," "believe," "intend," "estimate," "aim," "goal," "plan," "will," "seek," "outlook," or similar expressions and include generally any information that relates to expectations or targets for revenue, adjusted EBITDA, adjusted EBITDA AL or other performance measures. Forward-looking statements are based on current plans, estimates, and projections. You should consider them with caution. Such statements are subject to risks and uncertainties, most of which are difficult to predict and are generally beyond Deutsche Telekom AG's control. They include, for instance, the progress of Deutsche Telekom AG's staff-related restructuring measures and the impact of other significant strategic or business initiatives, including acquisitions, dispositions, and business combinations. In addition, movements in exchange rates and interest rates, regulatory rulings, stronger than expected competition, technological change, litigation, and regulatory developments, among other factors, may have a material adverse effect on costs and revenue development. If these or other risks and uncertainties materialize, or if the assumptions underlying any of these statements prove incorrect, Deutsche Telekom AG's actual results may be materially different from those expressed or implied by such statements. Deutsche Telekom AG can offer no assurance that its expectations or targets will be achieved. Without prejudice to existing obligations under capital market law, Deutsche Telekom AG does not assume any obligation to update forward-looking statements to account for new information or future events or anything else.

SOURCE Deutsche Telekom AG