AMSTERDAM -(Dow Jones)- Royal KPN NV (KPN.AE) said Friday its recommends shareholders to take no action regarding America Movil's unsolicited Partial Offer. America Movil is not offering a premium on all outstanding ordinary KPN shares for gaining significant influence KPN says it is exploring all strategic options to unlock superior value for all shareholders. MAIN FACTS: - Partial Offer price of EUR8 is too low for gaining significant influence - 27.7% ownership by América Móvil may deprive other KPN shareholders of M&A premium - Partial Offer price of € 8 is opportunistic and does not reflect full value potential - Underlying intentions América Móvil remain unclear - América Móvil not willing to enter into a proposed shareholder agreement with KPN - KPN is fully committed to shareholder value creation - KPN announces review of strategic options for E-Plus to unlock superior value for all shareholders - The KPN Boards have carefully considered América Móvil's Partial Offer and unanimously recommend that shareholders take no action in respect of the Partial Offer. The KPN Boards conclude that the price América Móvil is offering is too low for gaining significant influence over KPN and substantially undervalues KPN on a standalone basis. The KPN Boards emphasize that the benefits from KPN's current transition of its domestic businesses as well as the continued profitable growth in Germany and Belgium are not reflected in the Partial Offer, which makes the timing of América Móvil opportunistic. - Today, with the full support of the Supervisory Board, KPN announces a review of strategic options for E-Plus to unlock value embedded in the German business. KPN has already announced a comprehensive review of strategic options in respect of its mobile operations in Belgium and this process is ongoing. The overarching aim of exploring strategic options is to unlock superior value for the holders of all our shares. - Today, KPN is reconfirming its guidance for the full-year 2012. - The KPN Boards emphasize that they remain fully committed to shareholder value creation, and they will continue to explore all strategic options to unlock superior value for all shareholders. - Eelco Blok, CEO of KPN, said: "We have carefully reviewed the Partial Offer of América Móvil and concluded that it is not in the interests of all shareholders and other stakeholders. Unfortunately, América Móvil is not willing to enter into a shareholder agreement and also did not respond positively to our proposals. That could have benefited all shareholders. We are convinced América Móvil is not offering a fair premium for gaining significant influence over KPN. Moreover, they do not need to have significant influence at KPN's shareholders' meeting to jointly explore commercial opportunities. Our shareholders and other stakeholders can rest assured that we continue to explore all strategic options to unlock superior value for all shareholders." - By Amsterdam Bureau, Dow Jones Newswires; amsterdam@dowjones.com
