To: David Wiggins who wrote (2016 ) 10/22/1999 10:02:00 PM From: MrGreenJeans Read Replies (1) | Respond to of 3175
Vodafone looks at bid for Mannesmann By Hugo Dixon in London and Richard Waters in New York Vodafone AirTouch is considering taking an unsolicited offer for Mannesman directly to the German company's shareholders, going over the head of its management. The UK company is being advised by Goldman Sachs, which was also one of the three banks that advised Orange, another UK wireless communications company, in its takeover by Mannesmann. It was the œ18bn acquisition of Orange, announced earlier this week, that has stung Vodafone into considering its unusual move. Hostile foreign bids for German companies are still rare, and Mannesman's anti-takeover defences would make any unsolicited offer difficult. Goldman has been poring over the German company's defences to see whether there are any chinks in the armour that would make a bid possible. One option, discussed by Vodafone's board at a meeting earlier this week, would be to appeal to the German telecommunications and engineering company's shareholders directly in order to put pressure on the company's board to agree terms. But Vodafone has made no definite decision and it may still balk at an assault given the difficulty of mounting unsolicited bids in Germany. Moreover, it believes it does not need to rush out an offer and could wait months before moving. Mannesmann's market capitalisation is E54bn ($57bn). But after the acquisition of Orange, which is being paid for mostly by issuing new shares, the value would exceed E70bn. Any bid would have to be at a premium to this. Vodafone is uncertain whether to bid because of Mannesmann's strong takeover defences. But it believes these may not be impregnable as the German company's shares have fallen 7.2 per cent this week on fears that it has overpaid for Orange. Vodafone accepts it cannot derail Mannesmann's acquisition of Orange because the German company has no need for shareholder approval for the purchase. Moreover, under the City of London's Takeover Code, Mannesmann would not even be able to pull its bid if there was a change of ownership or its own executives changed their minds. The only way the bid could fail would be if Mannesmann did not receive 50 per cent acceptances from Orange shareholders. This is considered extremely unlikely since Orange's major shareholder, Hutchison Whampoa, has already pledged its 45 per cent stake. Because of this, Vodafone would plan to resell Orange if it acquired Mannesmann. Goldman is believed to be examining a provision in Mannesmann's articles of association preventing any shareholder voting a stake of over 5 per cent. It is also looking to see whether a stipulation in German law that hostile bids must receive 75 per cent approval is watertight.