EANS-Adhoc: freenet AG / United Internet to acquire freenet´s DSL business; preferred distribution partnership agreed

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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26.05.2009

Büdelsdorf, Montabaur, 26th May 2009 - United Internet AG´s subsidiary 1&1
Internet AG and freenet AG announce that they have today signed an agreement for
the acquisition of freenet´s DSL business and a preferred distribution
partnership in respect of DSL products.
Closing of the transaction is subject to a number of usual conditions, in
particular the receipt of clearance from the German Federal Cartel Office. The
purchaser will acquire the entire issued share capital of freenet Breitband
GmbH.
The agreed purchase price for the acquisition is ca. EUR123 million, payable as
to ca. EUR70 million in cash and as to 4,583,500 in United Internet shares,
which will be paid from treasury shares. To the extent the trading price of a
United Internet share is below EUR12 at the time of the technical migration of
freenet´s broadband contracts, a compensating per share cash amount, capped at
EUR4 per United Internet share, will be paid. United Internet is also permitted
to pay the entire purchase price in cash. The purchase price, which is mainly
payable upon completion of the technical migration, will be adjusted on a per
contract basis. The final amount paid will therefore depend on the number of DSL
contracts ultimately migrated. It is intended that the technical migration be
completed before year end 2009.
In connection with the signing of the distribution agreement, which will come
into effect after competition clearance of the transaction and have a minimum
term until 2014, 1&1 Internet AG has agreed, in addition to payment of
market-normal DSL commissions, to pay a premium in the period until end of 2014
of up to 6,551,000 United Internet shares (today´s market value ca.EUR49
million). The premium will be payable in four tranches, depending on achievement
of defined annual distribution targets. 1&1 is also permitted to pay the premium
in cash.
1&1 Internet AG will acquire all freenet´s freenetDSL and freenetKomplett
contracts. Customers of associated companies and of wholesale partners are not
included in the acquisition and will be retained by freenet. It is estimated
that, at the point of technical migration, approx. 700,000 DSL contracts will be
transferred to 1&1.

Further inquiry note:
freenet AG
Investor Relations
Tel.: +49 (0)40 51306-778
E-Mail: ir@freenet.ag

end of announcement euro adhoc
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emitter:      freenet AG
              Hollerstraße 126
              D-24782 Büdelsdorf
phone:        +49 (0)4331 691000
mail:         ir@freenet.ag
WWW:          http://www.freenet.ag
sector:       Online
ISIN:         DE000A0EAMM0
indexes:      Midcap Market Index, TecDAX, CDAX, HDAX, Prime All Share,
              Technologie All Share
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
              Hamburg, Stuttgart, Düsseldorf, Hannover, München 
language:     English

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