Hmm interesting take.
What kind of implications would a squeeze out have for the overall investment case? Which kind of stock price would you expect in a squeeze out scenario?
I think another very simple rationale of their tender offer could simply be that they believe the stock is trading at a low and attractive price, making acquiring more of it a good investment? (+ Creating better squeeze out options down the line)
Yes, I agree with you that their tender offer signals they continue to see value in 1&1. The question is how long will it takes to unlock that value? probably 2-3 years.
I don’t think a squeeze out is good for the overall investment case for two reasons:
There is a lot that can happen in the next 12 months that may make my squeeze-out offer estimate inaccurate. For instance, there is uncertainty regarding the low-band spectrum and the coverage obligations for 2025. If 1&1 doesn’t get the low-band spectrum in time (January 2026) and misses the 2025 coverage obligations, I believe investor confidence could erode, leading to further share price pressure. Given these risks, I estimate the potential squeeze-out offer to fall within a range of €18 to €24.05.
That’s a very good point. Will consider more. Increases the likelihood to either sell the position or transform it into a United Internet position.
Bafin approved the offer on June 5. The acceptance period runs from June 5 to July 3, 2025.
The offer document contains multiple indications that United Internet is preparing the groundwork for a possible squeeze-out.
“In recent months, the bidder has repeatedly received unsolicited offers from 1&1 shareholders wishing to sell their shares. Most recently, on April 4 and April 9, 2025, the bidder acquired an additional 4.4 million shares, thereby surpassing the 80% ownership threshold. This development illustrates that even among shareholders with larger holdings, there is a desire to divest their stake in 1&1.” (page 37)
“Whether a squeeze-out or other structural measures may be appropriate will be evaluated by the bidder from time to time. As of the date of publication of this offer document, there are no such intentions.” (page 39)
(page 51)“Notwithstanding the fact that the formal requirements for a squeeze-out under the applicable legal provisions are not currently met, and it is uncertain whether and when they may be met in the future, the Bidder could have access to several procedures in the future, after additional share purchases, to effect the transfer of 1&1 shares held by remaining shareholders.” (page 57)
1&1 has lowered its 2025 EBITDA guidance by €26 million due to higher-than-expected national roaming costs, driven by increased data traffic on Vodafone’s network under an unchanged pricing model
Assessment
I wonder if the increase in national roaming costs is partly due to delays in 1&1’s network expansion or the recent network outages. It’s possible that 1&1 is now shifting more traffic than initially planned to Vodafone’s network in order to ensure better coverage. The deal with Vodafone was signed in August 2023, at a time when 1&1 was expecting to have more active sites than it currently does (3,000 at the end of 2024 versus 2,309 currently).
1&1 has migrated 10 million customers out of 12 million from Telefonica to own network
“Hardly any other mobile network has grown faster than the 1&1 O-RAN. 10 million users are clear evidence of the performance and reliability of our infrastructure based on the innovative Open RAN technology – by the end of the year, this number will exceed 12 million,” Michael Martin, CEO of 1&1 Mobilfunk GmbH said.
Hmm I would think it’s actually for the reason they give which is higher bills than expected from Vodafone. (Based on claims that 1&1 used a higher % of their network - as Vodafone’s own data usage grew more slowly than expected)
I hope this will stay a one-off adjustment in this regard and would not lead to consistently higher bills from Vodafone than 1&1 expects or other strains in the partnership.
My main reason to believe that they have indeed been surprised by the bill is that they needed to adjust their yearly guidance which was confirmed as recently as Q1 2025.
So if it would have been mainly due to other factors they could have adjusted before.
Where are these claims you are referring to here: “Based on claims that 1&1 used a higher % of their network - as Vodafone’s own data usage grew more slowly than expected”
I think they said in their press release that their assumptions of data growth in Vodafone’s network in their calculations was optimistic, meaning the actual was more than expected.
“Based on the 1&1 usage share determined by Vodafone in its invoices, the Company now believes that its assumptions regarding data growth on the Vodafone network in 2025 were too optimistic and that 1&1 will therefore have to purchase a higher percentage of the Vodafone network than planned in order to serve its mobile customers.”
United Internet has acquired 4.3% of 1&1 outstanding shares worth €140.3 through the public acquisition offer
It looks like the voluntary public partial acquisition offer by United Internet AG was undersubscribed? United Internet aimed to acquire €306 million worth of 1&1 shares (up to 16,250,827 shares at €18.50 each). Today’s announcement indicates they acquired shares worth only €140.3 million (4.3% of 1&1 outstanding shares), less than half the target.
Today’s announcement may not include acquisitions that aren’t closed yet but have started, hence it would be good to wait for the final offer results.
1&1 AG challenges STOXX Index removal, asserting no takeover and adequate free-float
“There is neither a takeover in place nor is the company involved in any takeover process. The offer made by United Internet AG on June 5, 2025, was a voluntary public acquisition offer in the form of a partial offer. Following completion of this offer, United Internet AG will hold 85.10% of the share capital (and 85.32% of the voting rights). Therefore, 1&1 AG considers the decision by STOXX Ltd. to be incomprehensible,” 1&1 wrote in a press release.
Verve Group replaces 1&1 in the SDax
According to GPT, 1&1 will lose visibility and passive fund support that come from being in the SDAX/HDAX/TecDAX.
1. It will continue to trade normally
2. Index rebalancing and fund adjustments
3. New classification within XetraAccording to technical trading rules, the stock will move from “SDX1” to “GER0,” a general German small-cap category (Sharewise). But that’s mostly a backend classification—affecting how automated trading systems sort orders.
Summary of implications| Aspect | Current Status | After Removal |
|---|---|---|
| Listing | Frankfurt Xetra | Frankfurt Xetra (unchanged) |
| Index inclusion | SDAX, HDAX, TecDAX | Dropped from all three |
| Investor impact | Held by index-tracking funds | Funds will sell; others unchanged |
| Liquidity & visibility | Small-cap with index support | Slight dip in passive investor demand |
Let me know if you’d like help tracking its price or broader market effects!
United Internet acquired additional 1&1 shares worth €1.2 million through the voluntary public offer, signaling it could announce further purchases
Vlasios Choulidis, member of the supervisory board sold 1&1 shares worth €1.2 million to United Internet through the voluntary public offer, taking United Internet stake in 1&1 to 85.2%. This signals that acceptance of the voluntary public offer may be ongoing or there are purchases made that have not been reported.
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1&1 is terminating old customer contracts that were still operating under Vodafone’s network
I cannot imagine that being Important news due to the small scale of it.
If I had to guess the reason the stock is down today is simply a pull back from the rally on Friday? I think the important news was a new broadband contract with Vodafone?
1&1 will offer broadband services over Vodafone’s OXG Glasfaser from Q1 2026
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Ralph Dommermuth acquired shares worth EUR 44.88 million at EUR 18.7 per share on August 22, 2025
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1&1 Reiterates Confidence in 25% Coverage; Two-Way Vodafone Handover to Start in Fall
According to Teltarif, CEO of 1&1 Mobilfunk GmbH Michael Martin expressed confidence that 1&1 will achieve 25% coverage at the end of the year.
The executive did not share any numbers on the antenna sites buildout.
Martin also noted that two-way customer handover between 1&1 and Vodafone is scheduled to begin this fall.
1&1: Bis Jahresende alle Kunden im eigenen Netz - teltarif.de News
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Freenet envisions collaboration with 1&1
Freenet CEO Robin Harries, who was responsible for customer growth at 1&1 between 2018 to 2024, envisions collaboration with 1&1.
He terms Ralph Dommermuth as “decisive and quick,” with a “a great deal of courage.” He said Dommermuth is someone “who puts a lot of effort into his work—one of the most disciplined and hardest-working people I’ve ever met.”
freenet-Tarife im 1&1-Netz: Kooperation statt Attacke? - teltarif.de News
