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

  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.
Contracts
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.
end of announcement                               euro adhoc

Further inquiry note:

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

Branche: Online
ISIN: DE000A0EAMM0
WKN: A0EAMM
Index: Midcap Market Index, TecDAX, CDAX, HDAX, Prime All Share,
Technologie All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
Hannover / free trade
München / free trade

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