Summary

  • freenet’s €76 million initial payment buys the remaining roughly 25% of Exaring AG, while up to €50 million more depends on undisclosed future performance targets.
  • Exaring was already controlled and consolidated. The acquisition changes who ultimately owns the residual earnings and value; it does not add waipu.tv’s operating EBITDA to freenet for the first time.

The second price is large enough to change the first

The headline starts with €76 million. The line below it matters almost as much: the sellers may receive up to €50 million in additional consideration if the business performs very well. That ceiling is 65.8% of the initial amount. It is not a rounding item or an immaterial settlement cost. The buyer has put a substantial part of the possible price behind future performance, but has not yet told investors which performance, over what period, or by what calculation.

freenet says the initial amount is based on a company valuation of about €300 million. The arithmetic is broadly consistent with buying a 25.38% interest for €76 million: a simple pro-rata value is about €299 million. That comparison is useful as a check on the announcement, not as a reason to relabel the figure enterprise value. The release does not provide a net-debt bridge or specify the valuation basis beyond “company valuation”.

The contingent ceiling changes the range. If all €50 million is paid, total consideration would be €126 million. Dividing that by the 25.38% non-controlling interest recorded at the end of 2025 produces a purely proportional whole-company equivalent of roughly €496 million. It is not an announced valuation: it ignores timing, discounting and the actual earnout mechanics. It does show why the missing terms matter. The potential extra payment is large enough to move the implied price by about two-thirds.

This is a transfer of an existing claim

The distinction between acquiring control and buying the last minority stake is central. freenet’s 2025 annual report shows that it held 74.6% of Exaring at year end and identifies a 25.38% non-controlling interest. The group already consolidated the controlled company’s operations. Its reported revenue and EBITDA will not rise simply because the remaining shares now sit with freenet.

What changes is the allocation of the result and the residual value between freenet shareholders and the former minority owners. Exaring AG reported a 2025 annual result of €20.6 million, after a €3.3 million loss in 2024. A simple 25.38% share of the 2025 result is about €5.2 million. That is an illustrative earnings attribution, not cash distributed to freenet and not a forecast. An accounting profit can be retained, consumed by investment or affected by legal-entity and consolidation adjustments; it is not interchangeable with free cash flow.

The accounting policy in freenet’s annual report reinforces the point. A purchase of non-controlling interests that does not result in a loss of control is treated as an equity transaction: the difference between the price paid and the relevant carrying amount is recognised in equity. This is not, by itself, a new acquisition of an uncontrolled operating asset or a new source of consolidated EBITDA. The transaction buys a larger claim on an existing business and simplifies the ownership structure.

Growth supports the case, but does not settle the price

The operating record gives freenet a credible reason to want the remaining share. The 2025 annual report says waipu.tv adjusted EBITDA reached €36 million, up from a €1.2 million loss, with roughly two million subscribers at year end. Subscriber comparisons need care: after the O2 TV distribution partnership ended, freenet said the adjusted waipu.tv base rose from 1.603 million to 1.755 million during 2025.

In the first half of 2026, the separately reported IPTV segment added 77,000 net waipu.tv subscribers to reach 1.832 million. Segment adjusted EBITDA rose 36.5% year on year to €18.5 million on €107.1 million in segment revenue. Those numbers support the proposition that the platform is scaling profitably. They do not tell us how much of the purchase price is justified by the final quarter of ownership, particularly when the group already included the business in its consolidated results.

There is also a useful capital-allocation constraint. freenet says the purchase is funded from cash reserves and does not materially affect financial flexibility. In H1, group adjusted free cash flow was €155.2 million, down 4.2%, while freenet reaffirmed a minimum €2-per-share dividend for 2026–2028, subject to a higher distribution if 80% of adjusted free cash flow per share implies more. The payment therefore competes with other uses of cash even if management considers it manageable. The release’s unchanged dividend outlook is a statement of confidence, not proof that the deal earns an adequate return.

The IPO exit has gone away

In April, freenet said it and Exaring’s minority shareholders were assessing strategic options, including a possible IPO. At the time, the issuer said feasibility and timing depended on several parameters and market conditions; freenet had no plan to reduce its majority stake. The October buyout closes that specific route: the company says the IPO previously sought by minority holders will no longer be pursued.

That removes a potential stand-alone market price for waipu.tv and transfers the remaining upside to freenet shareholders, alongside the risk that comes with owning all of the residual claim. A public listing might have supplied a separate valuation, a financing channel or a partial liquidity event. Those outcomes were never guaranteed. What is certain is that value discovery now runs through freenet’s segment disclosures, capital allocation and willingness to fund the IPTV business inside a broader group.

The relevant question is consequently narrower than “Is IPTV growing?” It is whether the price of the minority claim, including any earnout that is eventually paid, is covered by the additional earnings and cash that freenet shareholders receive for owning 100% rather than 74.6%. A stronger waipu.tv business can make the decision look better; it cannot make the undisclosed terms irrelevant.

Sources