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QSC acquires Ventelo and accelerates its migration towards a full service telecommunication provider

Cologne, December 13, 2002. QSC, a professional DSL provider based in Cologne, announced today that it had signed a binding contract with the Ventelo Europe Group to acquire 100% of the share capital of Ventelo GmbH as of December 13, 2002. The transaction is expected to close on December 19, 2002.

Ventelo, based in Dussledorf, is a nationwide voice carrier providing business customers with voice services and employing 126 people. In the six months starting April 1, 2002 ending September 30, 2002, Ventelo generated revenues well over EUR 25 million and is already cash flow positive.

QSC pays a purchase price up to EUR 13 million in two tranches. The exact purchase price depends on certain financial assumptions to be verified in Ventelo's audited accounts for 2002. Even on a consolidated basis, QSC continues to plan on reaching EBITDA break even during 2003 and cash flow break even during 2004.

"Ventelo's market position in voice communications for business customers complements our broadband data communications service to the same customer segment almost ideally." said Bernd Schlobohm, CEO of QSC "Ventelo will further enhance our ability to offer integrated telecommunication solutions for all business customers segments."

Mark Goossens, Managing Director of Ventelo, commented "The lack of almost any product overlap combined with significant network synergies provides an excellent fit between our two companies. As a result of the co-operation with QSC, we will be in the better position to serve the growing needs of our customers". QSC operates its own broadband network in 46 cities operating out of almost 900 central offices. Access to this local loop network coverage will allow Ventelo to increase its direct market access to many new locations.

Brief profile
QSC AG (QSC) is a professional DSL provider in Germany, supplying business and residential customers with broadband leased line connections over ordinary telephone lines, as well as innovative services of the highest quality. The company now serves more than 40 of the largest cities in Germany with its broadband network infrastructure, thus enabling QSC to reach more than 25 percent of the population. QSC currently employs a workforce of 300.

For further information:

Claudia Zimmermann
Corporate Communication
Mathias-Brüggen-Str. 55
50829 Cologne
Fon: +49-221-6698-235
Fax: +49-211-/6698-289
Mail: presse@qsc.de