KKR & Co. Inc. (NYSE:KKR) along with Tower Bridge Infrastructure Partners LP managed by Global Infrastructure Management, LLC made an offer to acquire 18.3% stake in Vantage Towers AG (DB:VTWR) from Anise Asset Holding Pte Ltd and others for €3 billion on November 9, 2022. Under the terms of transaction, the Bidder intends to offer a cash consideration of €32.00 per Vantage Share (cum dividend gross offer price). In connection with the Takeover Offer, the Bidder will also acquire all Vantage Towers Shares currently held by Vodafone GmbH (currently 413,347,708 Vantage Towers Shares, corresponding to approx. 81.72% of the issued share capital and the existing voting rights of Vantage Towers AG). In addition, the Bidder, Vodafone GmbH, Oak Consortium and Vantage Towers AG have entered into a business combination agreement dealing with the terms of the investment of the joint venture in Vantage Towers AG. The total consideration valued at €16.2 billion. Tower Bridge Infrastructure Partners will be part of the Consortium as a co-investor, with additional funding for the transaction provided by the Public Investment Fund (PIF).The current management board members of Vantage Towers will continue to lead the company. The Bidder intends to fully support the management board and the extended management team following the consummation of the Takeover Offer and intends to reduce the size of the supervisory board of Vantage Towers from 9 to 6 members. The Bidder has not yet formed any intention with regard to the supervisory board members who will resign from office in addition to Rosemary Martin and Johan Wibergh,

Management Board and Supervisory Board of Vantage Towers welcome the long-term partnership with GIP and KKR and intend to recommend that shareholders accept the voluntary takeover offer. The Management Board and Supervisory Board intend to publish their reasoned opinion during the first two weeks of the offer period and the acceptance period will commence in December 2022. The voluntary takeover offer will not provide for a minimum acceptance threshold, but will be subject to various customary offer conditions, including the receipt of regulatory antitrust and FDI approval. The Transaction is subject to merger control clearance by the Commission of the European Union, merger control clearance by the State Administration for Market Regulation of the People's Republic of China (“SAMR”), merger control clearance by the Commission to Promote Competition of Costa Rica (“COPROCM) and merger control clearance of the Turkish Competition Authority (“TCA"). The EU Commission will open an in-depth investigation (Phase II) and The Bidder has not identified any reason on the basis of which SAMR and COPROCM that they would consider initiating Phase II. As of December 21, 2022, both the Management Board and the Supervisory Board recommend all Vantage Towers shareholders to accept the takeover offer.

Further, the Consortium and Vodafone intend to implement a domination profit and loss transfer agreement (“DPLTA”) if the final shareholding of Oak BidCo in Vantage Towers is below 95%, or a squeeze-out of non-Oak-BidCo minority shareholders if the aggregate shareholding of Oak BidCo in the company is 95% or higher. Post-closing, Vodafone and the Consortium will consider removing Vantage tower from the Frankfurt Stock Exchange. Offeror has received an irrevocable undertaking from ANISE ASSET HOLDING PTE. LTD to accept the Takeover Offer, as Vodafone intends to do for the shares it acquired from DLM-TW Holdings S.À. R.L. and Oak BidCo will therefore hold a minimum of 88.2% of the outstanding Vantage Towers share capital at completion of the Takeover Offer. The offer was launched following approval from the Bundesanstalt für Finanzdienstleistungsaufsicht (Federal Financial Supervisory Authority). As of February 23, 2023, the European Commission has given the green light to the transaction. The acceptance period will be open from December 13, 2022 to January 10, 2023. If required, Offeror can go for Additional Acceptance Period (as defined in Section 5.3 of this Offer Document) is expected to begin on January 14, 2023 and to expire on January 27, 2023. Transaction is expected to close in H1 2023 following the receipt of all regulatory clearances.

In connection with the transaction, Rothschild & Co is acting as financial adviser to Vantage Towers, and Orrick Herrington & Sutcliffe is acting as legal adviser to Vantage Towers. GIP and KKR are advised by Morgan Stanley as exclusive financial advisor and Latham & Watkins as legal advisor. Christian Schwandtner, Martin Ulbrich, Markus Röhrig Jan Bonhage, Anja Balitzki and Matthias Cloppenburg of Hengeler Mueller acted as legal advisor to KKR in transaction. BofA Securities, Inc. acted as financial advisor to Vantage Towers AG. Grant Thornton AG Wirtschaftsprüfungsgesellschaft acted as independent expert to Vantage Towers. The Bidder has appointed UBS Europe SE to act as central settlement agent.