EQS-News: freenet AG acquires full ownership of waipu.tv at a highly attractive valuation

freenet AG now owns 100% of waipu.tv after a €76 million cash-funded buyout.

What the company is saying

freenet AG announces it has acquired the remaining 25% minority interest in Exaring AG (waipu.tv), bringing its ownership to 100%. The company emphasizes the €76 million initial purchase price, which it frames as a highly attractive valuation based on a €300 million company value. Management highlights that the acquisition is fully funded from existing cash reserves, with no impact on financial flexibility or the dividend outlook. CEO Robin Harries and CFO Ingo Arnold both stress that full ownership enables freenet AG to capture all future earnings, cash flow, and value creation from waipu.tv, and that the deal simplifies the ownership structure by eliminating the need for a previously considered IPO. The announcement repeatedly positions IPTV as a central strategic pillar for the group and underscores waipu.tv’s strong market position, citing 2 million customers and a 20–25% German IPTV market share. The company reiterates its dividend policy: at least €2.00 per share for 2026–2028, or 80% of adjusted free cash flow if higher.

What the data suggests

freenet AG paid an initial €76 million for the remaining 25% of Exaring AG, implying a €300 million valuation for waipu.tv. Additional contingent payments of up to €50 million are possible if future performance targets are met. waipu.tv currently serves around 2 million customers and holds a 20–25% share of the German IPTV market. The acquisition is fully cash-funded, with no disclosed impact on freenet AG’s financial flexibility or dividend policy. The company states that waipu.tv has achieved significant adjusted EBITDA growth in recent years, but provides no specific EBITDA or revenue figures. The dividend commitment is concrete: at least €2.00 per share for 2026–2028, or more if 80% of adjusted free cash flow exceeds this threshold. The announcement provides clear transaction terms and operational scale metrics, but omits historical or pro forma financials for waipu.tv, making it impossible to independently assess profitability or the acquisition’s earnings impact.

Analysis

The announcement is upbeat, highlighting the strategic benefits of acquiring the remaining 25% of Exaring AG (waipu.tv) and emphasizing future value creation, market position, and dividend continuity. While the transaction is fully funded and delivers immediate 100% ownership, most of the claimed benefits—such as capturing the 'entire potential' of waipu.tv, long-term value creation, and enhanced shareholder participation in future earnings—are forward-looking and not yet realised. The release references 'significant growth in adjusted EBITDA' but provides no actual figures, growth rates, or historical financials, limiting the ability to assess the true impact or sustainability of this growth. The capital outlay is substantial (EUR 76 million upfront, up to EUR 50 million contingent), but the only immediate, measurable effects are ownership simplification and the cessation of a potential IPO. Dividend guidance is reiterated for 2026–2028, but this is a restatement of existing policy, not a new commitment. The gap between narrative and evidence is most pronounced in the unquantified claims of market strengthening and value creation.

Risk flags

• ●The absence of historical or pro forma financials for waipu.tv limits visibility into the asset’s profitability and the likely earnings impact for freenet AG. Investors cannot independently assess whether the €300 million valuation is justified or if the acquisition will be accretive.
• ●Up to €50 million in additional contingent payments are tied to future performance targets. If waipu.tv underperforms, these payments may not be triggered, but if targets are met, the total outlay could rise to €126 million, affecting return calculations.
• ●The German IPTV market is described as dynamic and growing, but the announcement provides no competitive or regulatory context, leaving open the risk of market share erosion or margin pressure from established or emerging competitors.
• ●The dividend policy is reaffirmed, but actual payouts above €2.00 per share depend on adjusted free cash flow, which is not quantified for waipu.tv or the group. If integration or market conditions disappoint, dividend growth could be constrained.
• ●The company claims significant adjusted EBITDA growth at waipu.tv but provides no supporting figures, making it difficult to verify operational momentum or the sustainability of recent gains.

Bottom line

freenet AG’s acquisition of the remaining 25% of waipu.tv for €76 million delivers immediate full ownership and control of a business with 2 million customers and a 20–25% share of the German IPTV market. The deal is fully cash-funded and does not alter the company’s stated dividend policy, which targets at least €2.00 per share for 2026–2028. While the transaction terms and operational scale are clearly disclosed, the lack of historical or pro forma financials for waipu.tv means investors cannot independently assess the asset’s profitability or the deal’s accretion. The prospect of up to €50 million in additional contingent payments introduces further uncertainty about the ultimate cost. The company’s narrative is confident and positions IPTV as a core growth driver, but the absence of quantified earnings or cash flow data is a material gap. The most important takeaway is that freenet AG now fully controls waipu.tv, but the financial merits of the acquisition will only become clear as future results are reported.

Announcement summary

(LSE:0MV2) freenet AG has acquired all remaining minority interests in Exaring AG (“waipu.tv”), bringing its ownership to 100%. The agreed initial purchase price for the remaining shares is approximately EUR 76 million, based on a company valuation of approximately EUR 300 million. Additional purchase price payments may amount to up to EUR 50 million, contingent on future performance-related targets. Prior to the transaction, freenet AG held approximately 75% of Exaring AG, and the acquisition covers the remaining approximately 25% minority interest. The acquisition is fully funded from freenet AG’s cash reserves, and the company states that its financial flexibility and dividend outlook remain unchanged. waipu.tv currently has around 2 million customers and holds a market share of approximately 20% to 25% in the German IPTV market. The company has experienced significant growth in adjusted EBITDA in recent years. The acquisition strengthens freenet AG’s position in the German IPTV market, which is identified as a key growth area for the group. The transaction also simplifies Exaring AG’s ownership structure, and an IPO previously sought by minority shareholders will no longer be pursued. freenet AG’s existing dividend policy remains unchanged, with a dividend of at least EUR 2.00 per share planned for each of the financial years 2026 to 2028 inclusive. If 80% of the adjusted free cash flow, calculated on the basis of the shares outstanding at the time, results in a higher amount, this higher amount will form the basis for the distribution. The company defines adjusted EBITDA as earnings before the financial result, tax and depreciation, adjusted for special items, and adjusted free cash flow as free cash flow adjusted for special items affecting liquidity. Robin Harries, CEO of freenet AG, commented that the full acquisition allows the company to capture the entire potential of waipu.tv and strengthen a key strategic pillar. Ingo Arnold, CFO of freenet AG, stated that the transaction creates long-term strategic clarity and allows shareholders to participate fully in waipu.tv’s future earnings, cash flow, and value growth.

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