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Mergers - Acquisitions - Takeovers / freenet.de AG ad-hoc release pursuant to § 15 WpHG - freenet and mobilcom reach agreement on range of value ratio

Disclosure announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.
06.06.2005
freenet.de AG / Hamburg — The Executive Boards of mobilcom and
freenet today reached a mutual agreement on the range of possible
value ratios in the planned amalgamation of mobilcom AG and
freenet.de AG into a new company.
The two companies expect that the exchange ratio specified in the
amalgamation contract, which will be defined in shares of the new
company, will be calculated according to the following relation: One
freenet share will most likely correspond to between 1.14 and 1.19
mobilcom shares.
This spread was calculated based on the companies’ current
valuations, as drawn up by mobilcom and freenet with the assistance
of the auditors KPMG and Ernst & Young.
As things stand now, an agreement on the final exchange ratio is
expected by early July.
Notes on the Ad hoc release
Legal advisory
Determining the values of the two companies is a complex process: It
cannot be comprehended by analyzing the individual steps involved in
the process, nor can it be described in comprehensive detail in a
summary. The valuation work done to date by the Executive Boards of
the companies involved assisted by KPMG and Ernst & Young, does not
provide a reliable indication of future performance. Nor do the
statements about the calculated profitability purport to make
forecasts or assumptions about the future development of the mobilcom
AG or freenet.de AG share prices. Also, further developments and
final valuations may result in differing results, which may be
considerably above or below the figures published in this
announcement. Likewise, there is the possibility that no value ratio
within the range announced today is considered "appropriate" under
applicable German law by the court-appointed independent merger
auditor.  The fixing of a final exchange ratio is subject to approval
by the court-appointed independent merger auditor and the respective
supervisory board(s).
end of announcement                    euro adhoc 06.06.2005 20:32:46 

Further inquiry note:

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

Branche: Online
ISIN: DE0005792006
WKN: 579200
Index: TecDAX, Prime Standard, CDAX, Prime All Share, HDAX, Technologie All Share, Midcap
Market Index
Börsen: Frankfurter Wertpapierbörse / regulated dealing
Berliner Wertpapierbörse / free trade
Hamburger Wertpapierbörse / free trade
Baden-Württembergische Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Niedersächsische Börse zu Hannover / free trade
Bayerische Börse / free trade
Bremer Wertpapierbörse (BWB) / free trade

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