Changes in the composition of the Group and other transactions
In the first three months of 2024, Deutsche Telekom did not conduct transactions with any material impact on the composition of the Group.
The following transactions will change the composition of the Deutsche Telekom Group in the future:
Agreement on the acquisition of Ka’ena in the United States
On March 9, 2023, T‑Mobile US entered into a Merger and Unit Purchase Agreement for the acquisition of 100 % of the outstanding equity of Ka’ena Corporation and its subsidiaries including, among others, Mint Mobile, for a maximum purchase price of USD 1.35 billion to be paid out 39 % in cash and 61 % in shares of T‑Mobile US common stock. On March 13, 2024, T‑Mobile US entered into an agreement amending the mechanics of payment, which will result in a nominal increase in the percentage of cash compared to shares of T‑Mobile US common stock to be paid out as part of the total purchase price. The purchase price is variable dependent upon specified performance indicators of Ka’ena Corporation and consists of an upfront payment at deal close, subject to certain agreed-upon adjustments, and a variable earnout payable 24 months after the close of the transaction.
The transaction was consummated on May 1, 2024. All necessary regulatory approvals had been duly granted and all other closing conditions met. At closing of the transaction, T‑Mobile US made an upfront payment of around USD 1.0 billion (EUR 0.9 billion) (taking into account working capital adjustments and other agreed purchase price adjustments), comprising a cash component of around USD 0.4 billion (EUR 0.4 billion) and around 3 million ordinary shares of T‑Mobile US with a total value of around USD 0.5 billion (EUR 0.5 billion), determined on the basis of the closing share price as of April 30, 2024. Since the transaction was consummated so close to the date of preparing the interim consolidated financial statements, it is not yet possible to disclose information on the measurement of the consideration paid, the purchase price allocation, the fair values of the assets acquired and the liabilities assumed, or the goodwill resulting from the transaction. The assets acquired primarily comprised cash and cash equivalents, trade receivables, goodwill, and other intangible assets. The liabilities assumed mainly included trade payables, other provisions, contract liabilities, and deferred tax liabilities.
Agreement on the acquisition of Lumos in the United States
On April 24, 2024, T‑Mobile US entered into an agreement with the investment fund EQT on the acquisition of the fiber-to-the-home platform Lumos. The transaction is subject to regulatory approvals as well as other customary closing conditions, and is expected to close in late 2024/early 2025. At closing, T‑Mobile US is expected to invest approximately USD 1.0 billion (EUR 0.9 billion) in the joint venture to acquire a 50 % equity stake and all existing fiber customers, with the funds invested by T‑Mobile US being used by Lumos for future fiber builds. In addition, T‑Mobile US is expected to contribute an additional amount of approximately USD 0.5 billion (EUR 0.5 billion) between 2027 and 2028.