Morgan Stanley Infrastructure Inc. offered to acquire Tele Columbus AG (XTRA:TC1) from United Internet Investments Holding AG & Co. KG, Rocket Internet SE (XTRA:RKET), Union Investment Privatfonds GmbH, 3d investors, Samson Rock Capital LLP and others for approximately €420 million on December 21, 2020. Under the terms, a bidding company, Equity Management GmbH (of Morgan Stanley Infrastructure) will make an offer to acquire Tele Columbus for €3.25 per share. If the takeover offer is successful, United Internet will contribute its stake in Tele Columbus of around 29.9% to the bidding company. In return, United Internet will receive a minority shareholding in the bidding company Equity Management, which will trade in future as Kublai GmbH. Rocket Internet, which holds approximately 13.36% of the shares in Tele Columbus, also supports the takeover offer and signed an irrevocable commitment to tender its shares into the offer. In addition, the bidding company has committed to subscribe for new shares worth up to €475 million in the event of a rights offering to be adopted by Tele Columbus. On conclusion of the takeover offer, United Internet will participate in the capital increase with an amount in the range of €42 to €190 million. Tele Columbus will remain a standalone company. The Bidder supports the existing management of Tele Columbus. No changes in the Tele Columbus Management Board are planned. Following the completion of the transaction, the Bidder shall be represented on the Supervisory Board in accordance with its stake in Tele Columbus. A domination agreement is not planned. The bidder has entered into Equity Commitment letter with NHIP III fund t fund up to €305.602815 million. The key offer conditions are a minimum acceptance threshold of 50% plus one share, waivers by bond and loan creditors of termination rights due to change of control in sufficient numbers, antitrust approval, German Foreign investment clearance, and regulatory approvals. The Management Board and the Supervisory Board of Tele Columbus welcome the takeover offer and intend to recommend to the shareholders of Tele Columbus to accept the takeover offer. There are no adverse material changes, Tele Columbus has issued Co-Waiver Consent confirmation, No material compliance violation, No material indebtedness, and transaction. Tele Columbus recommends shareholders accept Kublai's offer. Tele Columbus AG intends to issue a rights offering with a volume of €475 million for Q2 2021, which is fully backstopped by Kublai GmbH. On April 13, 2021, the European Commission approved the transaction. Clearance Certificate of the Federal Ministry for Economic Affairs and Energy on March 30, 2021. All offer conditions have now been fulfilled.

The acceptance period of the offer is to be six weeks. The acceptance period for the Offer begins on February 1, 2021 and expires on March 15, 2021. On March 12, 2021, the minimum threshold limit of 50% has been exceeded and the additional acceptance period was announced that is from March 19, 2021 to April 1, 2021. The takeover offer is expected to close in the second quarter of 2021. As of April 14, 2021, the transaction is expected to be closed on April 19, 2021. The transaction is expected to significantly reduce the net debt of Tele Columbus. BofA Securities, Inc. acted as the financial advisor and Achim Herfs, Wolfgang Nardi, Anna Schwander and Tim Volkheimer of Kirkland & Ellis acted as legal advisors to Tele Columbus. Daniela Favoccia, Lucina Berger, Wolfgang Groß and Johannes Tieves of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB acted as the legal advisors to United Internet Investments Holding AG & Co. KG. J.P. Morgan AG acted as financial advisor to United Internet AG. Rothschild & Co acted as financial advisers to Tele Columbus. BDO AG Wirtschaftsprüfungsgesellschaft, Investment Banking Arm acted as fairness opinion provider to Morgan Stanley Infrastructure Inc. Rothschild GmbH and ValueTrust Financial Advisors SE acted as fairness opinion provider to Tele Columbus AG. York Schnorbus of Sullivan & Cromwell LLP and Miriam P. Peter of Sullivan & Cromwell LLP (UK) acted as legal advisors to Morgan Stanley. BNP Paribas SA (ENXTPA:BNP) acted as financial advisor to Morgan Stanley Infrastructure Inc.

Morgan Stanley Infrastructure Inc. completed the acquisition of 91.96% stake in Tele Columbus AG (XTRA:TC1) from United Internet Investments Holding AG & Co. KG, Rocket Internet SE (XTRA:RKET), Union Investment Privatfonds GmbH, 3d investors, Samson Rock Capital LLP and others for approximately €380 million on April 19, 2021. Kublai has announced that it will appoint new members for election to the Supervisory Board after the settlement of the offer in order to be represented according to the size of its shareholding. In the course of this, Kublai intents to enlarge the Supervisory Board from six to eight members. In view of the forthcoming change of control, the current members of the Supervisory Board announced on April 14, 2021 that they will resign from office at the end of the next Annual General Meeting.