Vodafone Merger With AirTouch
Shareholder Circular and Listing Particulars
Notice of Extraordinary General Meeting
BERKSHIRE, England--(BUSINESS WIRE)--April 22, 1999-- Vodafone Group Plc (''Vodafone'') announces that it has today published Listing Particulars relating to the proposed Merger with AirTouch Communications, Inc. (''AirTouch'') which was first announced on Jan. 15, 1999 and that it has started posting to shareholders the Circular relating to the Merger, together with a copy of the Listing Particulars.
Vodafone's Registration Statement on Form F-4 under the Securities Act of 1933 registering the Vodafone AirTouch ADSs to be offered to AirTouch shareholders has also today been declared effective by the U.S. Securities and Exchange Commission.
The Circular to shareholders contains notice of an Extraordinary General Meeting of Vodafone at which they will be asked to approve the Merger. The EGM will be held on May 24, 1999.
The Merger of Vodafone with AirTouch will create the world's largest mobile telecommunications company operating itself or through associates or investments in 23 countries and with over 29 million proportionate customers. It will have significant presence in the United Kingdom, the United States, continental Europe and the Asia Pacific region.
The Directors of Vodafone believe that the prospects of the Vodafone Group will be significantly enhanced by the Merger and are recommending shareholders to vote in favour of the resolutions to be put to the EGM.
Under the terms of the Merger, AirTouch Common shareholders will be entitled to receive, for each AirTouch Common Share held, 0.5 of a Vodafone AirTouch ADS (equivalent to five Vodafone AirTouch Ordinary shares) plus $9 in cash.
The Merger is conditional on the approval of AirTouch shareholders at a special meeting to be held on May 28, 1999, 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.
Chris Gent, Chief Executive of Vodafone, commented: ''The posting of our shareholder documents is an important milestone in completing our merger with AirTouch. The benefits of the combination remain compelling and we are keen to bring our two companies together as soon as possible.
Recent developments have confirmed the logic of our strategy. The announcement by Ericsson and Qualcomm that they have agreed to support jointly a single world technology for the next generation of mobile networks should enable the enlarged group to offer its customers a single standard on a global basis.
Customer growth for each of Vodafone and AirTouch continues to be strong, with Vodafone and AirTouch having over 10.4m and 18.8m proportionate customers respectively as at March 31, 1999. On every single day of the year ended March 31, 1999 the Vodafone Group added on average more than 12,300 net new proportionate customers.
With the world market for mobile telecommunications undergoing rapid growth, the opportunities to deliver greater value to shareholders will be substantially enhanced and I am, therefore, urging all shareholders to vote in favor of the Merger at the forthcoming EGM.''
Copies of Documents
Copies of the Circular to Shareholders and Listing Particulars are available for inspection from the Company Announcements Office of the Stock Exchange, London. Copies are also available on request from: Tavistock Communications, 1 Angel Court, London EC2R 7HX and Vodafone Group Plc, The Courtyard, 2-4 London Road, Newbury, Berkshire RG14 1JX.
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