We are advising Telefónica on the tender offer

Davis Polk is advising Telefónica, S.A. and its wholly owned subsidiary Telefónica Local Services GmbH on U.S. securities law matters in connection with the latter’s proposed voluntary public acquisition offer in the form of a partial offer to the shareholders of Telefónica Deutschland Holding AG to acquire any Telefónica Deutschland shares not held (directly or indirectly) by Telefónica.

The offer is intended to reinforce Telefónica’s strategy to focus on its core geographies (Spain, Brazil, Germany and the United Kingdom) and its strong commitment to the German market, one of the most attractive and stable telecom markets in Europe. The offer also supports Telefónica’s efforts to simplify the group’s structure.

The proposed offer price of €2.35 per Telefónica Deutschland share represents a premium of approximately 37.6% over the closing price of the shares on the Frankfurt Stock Exchange on the day prior to announcement, and a premium of 36.3% over the volume-weighted average price of the shares during the three-month period preceding the announcement.

Telefónica Deutschland is one of the leading integrated telecommunications providers in Germany, serving more than 44 million mobile accesses (including 1.7 million machine-to-machine accesses) and 2.3 million broadband accesses.

Telefónica is an NYSE-listed company and one of the largest telecommunications service providers in the world. The company offers fixed and mobile connectivity as well as a wide range of digital services for residential and business customers in Europe and Latin America.

The Davis Polk corporate team includes partner Michael J. Willisch and counsel Ester del Valle Izquierdo. All members of the Davis Polk team are based in the Madrid office.