30.06.2014 – 08:29

Telekom Austria AG

EANS-Adhoc: Telekom Austria AG
Conversion of the voluntary public takeover offer (Sec 25a ATA) to the shareholders of Telekom Austria AG into a mandatory offer (Sec 22 et seq. ATA)

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  ad-hoc disclosure 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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other
30.06.2014


Dear Sir or Madam, 

Today the Telekom Austria Group (VSE: TKA, OTC US: TKAGY) announces that it has
been informed of the following facts:

In the course of the conclusion of a conditional syndicate agreement with
Österreichische Industrieholding AG ("Shareholders' Agreement"), Carso Telecom
B.V.  ("Bidder") published a voluntary public takeover offer aimed to acquire
control pursuant to Sec 25a ATA. The public takeover offer towards all
shareholders of Telekom Austria AG is directed at the purchase of all
no-par-value ordinary bearer shares in Telekom Austria AG which are not owned by
the Bidder, the América Móvil Group, Österreichische Industrieholding AG or
Telekom Austria AG on 15.05.2014 ("Offer"). The offer price amounts to EUR 7.15
ex dividend 2013 per no-par-value ordinary bearer share of Telekom Austria AG
(ISIN AT0000720008). The Offer can be accepted from 15.05.2014 until and
including 10.07.2014, 17:00 CET.

The Offer is subject to several conditions precedent (see Sec 5 of the offer
memorandum, available under www.takeover.at or www.telekomaustria.com). If the
conditions precedent as set forth in Sec 5.1.2 to 5.1.4 of the offer memorandum
are fulfilled or waived prior to the expiry of the original acceptance period so
that the Shareholders' Agreement becomes effective (change of control) the
following applies pursuant to Sec 5.3 of the offer memorandum: The Offer will be
converted into a mandatory offer, whereby the condition precedent as set forth
in Sec 5.1.1 of the offer memorandum related to the 50% acceptance threshold
will not apply any longer.

By 27.06.2014 the conditions precedent as set forth in Sec 5.1.2 to 5.1.4 of the
offer memorandum have been fulfilled. Thus, the Shareholders' Agreement became
effective prior to the expiry of the original acceptance period triggering the
change of control. The Offer is thus being converted into a mandatory offer as
of 30. June 2014. This mandatory offer does not have any conditions precedent.
The mandatory offer can be accepted until and including 10.07.2014, 17:00 CET.
The offer price is unchanged and amounts to EUR 7.15 ex dividend 2013 per
no-par-value ordinary bearer share of Telekom Austria AG (ISIN AT0000720008).
Apart from this amendment, the terms and conditions of the Offer shall remain
unaffected.

The addendum to the offer memorandum will be available under www.takeover.at and
http://www.telekomaustria.com/en/ir/12474 as of 30/6/2014.


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Disclaimer for forward-looking statements: 
This document contains forward-looking statements. These forward-looking
statements are usually accompanied by words such as "believe", "intend",
"anticipate", "plan", "expect" and similar expressions. Actual events may differ
materially from those anticipated in these forward-looking statements as a
result of a number of factors. Forward-looking statements involve inherent risks
and uncertainties. A number of important factors could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statement. Neither Telekom Austria nor any other person accepts any liability
for any such forward-looking statements. Telekom Austria will not update these
forward-looking statements, whether due to changed factual circumstances,
changes in assumptions or expectations. This report does not constitute a
recommendation or invitation to purchase or sell securities of Telekom Austria.


Further inquiry note:
Matthias Stieber
Director Investor Relations
Tel.: +43 (0) 50 664 39126
mailto:matthias.stieber@telekomaustria.com

end of announcement                               euro adhoc 
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issuer:      Telekom Austria AG
             Lassallestrasse 9
             A-1020 Wien
mail:         investor.relations@telekomaustria.com
WWW:      www.telekomaustria.com/ir
sector:      Telecommunications
ISIN:        AT0000720008
indexes:     WBI, ATX Prime, ATX
stockmarkets: official market: Wien 
language:   English