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Investcom LLC (INVT)

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Tuesday 02 May, 2006

Investcom LLC

Investcom and MTN to combine

Investcom LLC
02 May 2006

May 2 2006


Investcom and MTN combine to create leading telecoms group in Africa and Middle
East


Investcom LLC ('Investcom') and the MTN Group Limited ('MTN Group') today
announced a landmark deal to create the pre-eminent mobile operator in the
emerging markets of Africa and the Middle East.



The transaction will build upon the complementary strengths of each company to
create a true leader in the emerging market telecom arena. The enlarged group's
increased scale and capabilities will enhance long-term value for shareholders,
customers and employees, creating significant potential to grow market share.



The recommended offer, at US$3.85 per share (translating into US$19.25 per
Global Depositary Share ('GDS')), will be an all cash offer, with eligible
shareholders also being given a cash and share alternative. The value of each
MTN group share under the share alternative is equivalent to US$ 9.79.



Upon completion of the transaction, Investcom shareholders will become
meaningful participants in the enlarged Group. Investcom's controlling
shareholder, M1 Limited, which currently owns approximately 70.6% of the
ordinary shares of Investcom, has irrevocably undertaken to accept the cash and
shares alternative and will become a shareholder in the enlarged Group. M1
Limited has agreed to a lock up of 14 months on the MTN Group ordinary shares it
will receive in the offer.



Investcom CEO, Azmi Mikati, commented: 'We believe this transaction represents
the ideal platform for Investcom to realise its goal of being a leading emerging
markets telecommunications enterprise.  We strongly believe that the enlarged
group has a very exciting future - one I am personally committed to.  The
proposed transaction offers our shareholders the opportunity to participate in
the growth of the number one telecommunications group in the region, with
complementary operating geographies and a scale of assets second to none.'



MTN Group Chief Executive Officer, Phuthuma Nhleko, added: 'We are delighted
with this transaction which delivers the next stage in MTN Group's emerging
markets growth strategy. The MTN Group and Investcom have a shared vision to be
the leader in developing markets and both companies have already shown excellent
progress individually in this regard. This well-considered partnership
entrenches our leadership in telecommunications in Africa and the Middle East
and will optimise value for our shareholders. It also substantially enhances
MTN's growth prospects, securing a number of important new markets for the MTN
Group.'



The transaction will make the enlarged Group one of the world's largest emerging
market players in telecommunications and the clear leader in Africa and the
Middle East, operating mobile networks in 21 countries, covering a population
under licence on a combined basis of approximately 488 million people and
serving in excess of 28 million subscribers.  The integration of Investcom's
experienced personnel will also broaden the proven management capacity within
the MTN enlarged Group, facilitate knowledge transfer between the two operations
and enable the enlarged Group to further develop its business in the Middle
East.



There are no overlapping operations between the two companies. The deal
consolidates the MTN Group's increased interest in the Middle East; with
presences in Iran, Syria, Yemen and Afghanistan, and it confirms the enlarged
group's position as a leading regional consolidator



The offer is subject to the approval of MTN's shareholders and the fulfilment of
certain pre-conditions and conditions precedent. The offer will not be made to
holders in the United States, Canada, Australia and Japan. In addition the cash
and share alternative option will be available in the European Economic Area
(EEA) only to qualified investors.



Citigroup Global Markets Limited has acted as exclusive financial advisor to
Investcom in connection with the transaction, Dewey Ballantine LLP has acted as
Investcom's exclusive legal advisor.



Investcom separately announces that it has today withdrawn its non-binding offer
to purchase the entire issued share capital of Millicom International Cellular
S.A.



                                     -ENDS-



* Exchange rate used:  US$1: ZAR6.05



For further information please see the transaction website: www.mtninvestcom.com

Notes to Editors



Investcom LLC

Investcom, a leading international provider of mobile telecommunications
services with operations in Africa, the Middle East and Europe, had
approximately 4.9 million mobile subscribers in Benin, Cyprus, Ghana, Guinea
Bissau, Liberia, Sudan, Syria and Yemen at 31 December 2005.  It has also
recently been awarded GSM licences to build and operate mobile networks in
Afghanistan and Guinea Republic, expanding its operations to 10 countries and
boosting its combined population under license to approximately 147 million.



For the year ended 31 December 2005, Investcom had revenues of US$ 903 million
and net income of US$ 196 million.  Investcom's mobile operations comprise the
most significant part of its business; having generated 93% of group
consolidated gross revenues in 2005. In addition, Investcom provides
international carrier services, principally through Mediterranean Network SAM in
Monaco, in the United Kingdom and telecommunications engineering and consulting
services.



MTN Group Limited

Launched in 1994, the MTN Group is a multinational telecommunications group
operating in Africa and the Middle East. The MTN Group is listed on South
Africa's JSE Limited under the share code: 'MTN'. As at 31 December 2005, the
MTN Group recorded more than 23 million subscribers across its operations in
Africa. MTN operates in 10 African countries - Botswana, Cameroon, Cote
d'Ivoire, Nigeria, Republic of Congo (Congo Brazzaville), Rwanda, South Africa,
Swaziland, Uganda and Zambia. Furthermore, the MTN Group will launch commercial
operations of its network in Iran in the third quarter of 2006.



For more information please contact:



Investcom LLC - Elie Bardawil on +377 97 77 60 85 or on
[email protected]



Capital MS&L - Neil Doyle / Claire Maloney on +44 20 7307 5335 / 5341 or on
[email protected]



Citigroup Global Markets Limited - Bill Kennish, Ragnar Meitern, Stefan Zinzen
on +44 20 7986 6000


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                    

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