AirTouch and Vodafone Commence Proxy Mailing Shareholders Asked to Approve Merger SAN FRANCISCO--(BUSINESS WIRE)--April 22, 1999--AirTouch Communications (NYSE:ATI - news) today announced that the SEC has declared effective the Proxy Statement/Prospectus, relating to the merger between AirTouch and Vodafone Group Plc (NYSE:VOD - news) announced on January 15, 1999. AirTouch will soon commence mailing the Proxy Statement/Prospectus providing details of the merger to its shareholders of record on April 13, 1999. The date for the Special Meeting of Shareholders is May 28, 1999.
The Proxy Statement/Prospectus has been filed with the SEC on EDGAR and will be accessible by Internet at www.sec.gov.
Vodafone published today Listing Particulars relating to the proposed merger and has started mailing to its shareholders the Circular relating to the merger, together with a copy of the Listing Particulars. The Circular to shareholders contains notice of an Extraordinary General Meeting of Vodafone to be held on May 24, 1999, at which shareholders will be asked to approve the merger.
AirTouch Chairman and CEO Sam Ginn said: ''This merger is an important step for Vodafone and AirTouch in achieving our common goal of creating the world's premier mobile communications company. Our companies already share a vision of wireless telecommunications as a major platform for voice and data communications in the next century, and we believe that this transaction creates the ideal union of people and assets to realize that vision. The Board of Directors of AirTouch recommends that shareholders vote in favor of the merger.''
In the merger, holders of AirTouch common stock will receive 0.5 of a Vodafone AirTouch American Depository Share (ADS) and $9.00 in cash for each share of AirTouch common stock held. The full terms of the Merger Agreement are discussed in the Proxy Statement/Prospectus.
The merger is conditioned on the approval of AirTouch and Vodafone shareholders, as well as a number of regulatory and other consents and confirmations in the United States and Europe. The merger is expected to be completed in June or July 1999, depending on when the various regulatory approvals and consents are received.
AirTouch shareholders with questions should contact Georgeson & Company at 800/223-2064. Banks and brokers should call collect at 212/440-9800.
AirTouch Communications is the largest wireless company in the world based on the 44 million customers served by its global ventures. AirTouch has 19 million proportionate customers based on its ownership share in cellular, paging, and personal communications services in the United States, Belgium, Egypt, Germany, India, Italy, Japan, Poland, Portugal, Romania, South Korea, Spain, and Sweden. AirTouch also has an interest in the Globalstar satellite system.
For a copy of this or other AirTouch press releases, please call 800/344-7531 or visit the AirTouch web site at www.airtouch.com.
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