Statement re Mannesmann Defence Document

Vodafone AirTouch PLC 14 January 2000 Mannesmann's defence fails to provide any convincing arguments as to why Vodafone AirTouch and Mannesmann are not better together Mannesmann has today published its formal response to Vodafone AirTouch's offer. This document fails to address the real questions for Mannesmann shareholders. In particular, Mannesmann's defence continues to avoid the key strategic issue of what it can do independently that it could not do better together with Vodafone AirTouch. Mannesmann avoids the issue because it cannot deny that owning over 47% of the combined group provides more value and proportionate EDITDA to its shareholders than owning 100% of Mannesmann. Mannesmann has not addressed: * The significant additional opportunities for growth available to the enlarged group from a combined global footprint in 25 countries compared to Mannesmann's European network of only 7 countries. * How Mannesmann can effectively exploit the opportunities for growth available from the global mobile market for data and internet as only a regional player compared to Vodafone AirTouch's global reach. * Why Mannesmann believes that Vodafone AirTouch's global mobile platform combined with the local strength of its own and Mannesmann's individual businesses will not enhance the new group's position over what Mannesmann can do alone. * The significant risks and costs of Mannesmann's independent go it alone strategy given the negative share price reaction to the dilution created by the premium paid for its last major acquisition, Orange. Following the announcement of this acquisition Mannesmann's share price was Eur144.8. * The significant downside risk to Mannesmann's share price without Vodafone AirTouch's offer. Chris Gent, chief executive of Vodafone AirTouch said today: 'There is nothing new in Mannesmann's document. Once again, Mannesmann has failed to address the choice its shareholders are being asked to make. Nothing in Mannesmann's document addresses the outstanding opportunities for growth that Mannesmann and Vodafone AirTouch will have together. Comparisons of Vodafone AirTouch today with Mannesmann miss the point. Mannesmann shareholders are being offered a share in the combined group and a share in the substantial synergies and growth such a combination would create. Mannesmann continues to avoid the question of what it can do alone that it cannot do better with Vodafone AirTouch. Any measure of Mannesmann's contribution to the new group clearly demonstrates the substantial premium Mannesmann shareholders are being offered. Mannesmann's document has done nothing to change our relative contributions and the attractiveness of our offer of over 47% of the combined group. I urge shareholders to accept without delay.' Copies of this press release and the documentation published in connection with the Offer can be obtained from the Vodafone AirTouch merger website, www.vodafone-update.com, or by calling one of the dedicated helplines, toll-free, on 0800 169 2853 in the United Kingdom or 0800 088 77 66 in Germany. Enquiries: Vodafone AirTouch Terry Barwick Corporate Affairs Director +44 (0)1635 33 251 Tim Brown Investor Relations Director +44 (0)1635 33 251 Melissa Stimpson Senior Investor Relations Manager +44 (0)1635 33 251 Mike Caldwell Corporate Communications Director +44 (0)1635 33 251 Goldman Sachs International Scott Mead +44 (0)171 774 1000 Simon Dingemans +44 (0)171 774 1000 Warburg Dillon Read Warren Finegold +44 (0)171 567 8000 Mark Lewisohn +44 (0)171 567 8000 Tavistock Communications Lulu Bridges +44 (0)171 600 2288 Words defined in the press release dated 19 November 1999 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. 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 steps that Mannesmann's management may take to frustrate Vodafone AirTouch's efforts to obtain managerial control of Mannesmann, increase the costs or reduce the benefits of the transaction, 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.
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