Mannesmann Merger - Task Force
Vodafone AirTouch PLC
23 February 2000
Vodafone AirTouch and Merger Task Force
Vodafone AirTouch Plc announces that following issues raised
by third parties concerning Vodafone AirTouch's acquisition of
Mannesmann the Merger Task Force has requested that the
Parties complete their notification by the provision of
additional information.
Whilst Vodafone AirTouch and its advisers cannot predict the
outcome of the Merger Task Force's decision, they remain
confident that a Phase II investigation should not be
necessary.
Enquiries:
Vodafone AirTouch
Terry Barwick, Director of Corporate Affairs
Tim Brown, Investor Relations Director
Melissa Stimpson, Senior Investor Relations Manager
Mike Caldwell, Corporate Communications Director
Tel: +44 (0) 1635 33 251
Goldman Sachs International
Scott Mead
Simon Dingemans
Tel: +44 (0) 171 774 1000
Warburg Dillon Read
Warren Finegold
Mark Lewisohn
Tel: +44 (0) 171 567 8000
Tavistock Communications
Lulu Bridges
Tel: +44 (0) 171 600 2288
Words defined in the press release dated 18 January 2000 shall
have the same meaning in this announcement unless the context
requires otherwise.
This press release does not constitute an offer to exchange or
sell or an offer to exchange or buy any securities.
The contents of this announcement have been approved by Goldman
Sachs International and Warburg Dillon Read, the investment
banking division of UBS AG, solely for the purposes of Section
57 of the Financial Services Act 1986. Goldman Sachs
International and Warburg Dillon Read, each of which is
regulated in the United Kingdom by The Securities and Futures
Authority Limited, are acting for Vodafone AirTouch and for no
one else in connection with the Offer and will not be
responsible to anyone other than Vodafone AirTouch for
providing the protections afforded to customers of Goldman
Sachs International or Warburg Dillon Read or for giving
advice in relation to the Offer.
Goldman Sachs International and/or Warburg Dillon Read may have
positions and/or holdings in investments referred to in this
announcement and are providing or may have provided within the
12 months preceding the issue of this document advice to
Vodafone AirTouch and/or Mannesmann and/or in relation to the
securities of either or both companies. Past performance is
not necessarily a guide to future performance. The value of
your investment and income from it can go down as well as up
and is not guaranteed. You may get back less than you have
invested.
The Offer in the United States is being made through a
prospectus which is part of an effective registration
statement filed with the U.S. Securities and Exchange
Commission. Mannesmann Shareholders who are U.S. persons or
are located in the United States are advised to read the
registration statement because it contains important
information relating to the Offer. You can inspect and copy
the registration statement relating to the Offer and documents
incorporated by reference therein at the public reference
facilities maintained by the U.S. Securities and Exchange
Commission at 450 Fifth Street, N.W., Room 1024, Washington
D.C. 20549. In addition, copies of the US Offer Document are
available from The Bank of New York, 101 Barclay Street, Lobby
Window, New York, NY 10286.
For additional information regarding risks, see the
Registration Statement on Form F-4 and other reports of
Vodafone AirTouch Plc on file with the Securities and Exchange
Commission. Copies of these filings are available on request
directed to Vodafone AirTouch, Investor Relations, Tim Brown
(tel: + 44 1635 682 373).
It is the responsibility of any person receiving a copy of this
announcement in any jurisdiction other than the United
Kingdom, Germany and the United States to satisfy themselves
as to the full observance of the laws and regulatory
requirements of the relevant jurisdiction, including the
obtaining of any governmental or other consent which may be
required or observing any other formalities needing to be
observed in such jurisdiction. Receipt of this announcement
will not constitute an offer in those jurisdictions in which
it would be illegal to make such an offer and in such
circumstances it will be deemed to have been sent for
information purposes only.
Statements in this press release relating to future status or
circumstances, including statements regarding future
performance, costs, revenues, cash flows, earnings,
divestments, growth and other trend projections and the
synergistic benefits of the merger are forward-looking
statements. These statements may generally, but not always, be
identified by the use of words such as 'anticipates',
'should', 'expects', 'estimates', 'believes', or similar
expressions. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There
can be no assurance that actual results will not differ
materially from those expressed or implied by these forward-
looking statements due to many factors, many of which are
outside Vodafone AirTouch's control, including the triggering
of change of control provisions in Mannesmann's licences or
other agreements, the ability to obtain regulatory approvals
without onerous conditions, the impact of labour disputes, the
risk of negative impacts on Vodafone AirTouch's credit
ratings, the potential costs, including tax costs, of
divesting Orange and Mannesmann's industrial businesses,
limitations on Vodafone AirTouch's ability to control
Mannesmann due to voting restrictions and other provisions of
Mannesmann's charter and German law, general economic
conditions, competition, technical difficulties and the need
for increased capital expenditure (such as that resulting from
increased demand for usage, new business opportunities and
deployment of new technologies) and the ability to realise
benefits from entering into partnerships for developing data
and internet services.