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To: Zeke who wrote (51064)11/19/1999 11:52:00 AM
From: T L Comiskey  Respond to of 152472
 





Vodafone Ups Hostile Bid
Bid for Mannesmann Raised to $128B

By Bruce Stanley
The Associated Press
L O N D O N, Nov. 19 ? Vodafone AirTouch PLC
today announced a hostile takeover bid of the
German engineering and telecommunications
group Mannesmann AG worth $128 billion ?
the biggest takeover offer in history.
Having failed to win over Mannesmann?s board,
Vodafone is approaching the target?s shareholders directly.

Vodafone, the world?s No. 1 mobile phone business, is
offering 53.7 of its own shares for each Mannesmann
share. The offer is 18 percent higher than Vodafone?s
initial bid of $211 per share. Mannesmann rebuffed that
friendly all-stock offer on Sunday.

World's Top 10 Corporate Mergers

TARGET
ACQUIRER
YEAR
VALUE(bln dlrs)
Sprint Corp
MCI Worldcom
1998
115.0++
Mobil Corp
Exxon Corp
1998
78.9++
Citicorp
Travelers Group
1998
72.5
Ameritech Corp
SBC Communications
1998
62.6++
BankAmerica Corp
NationsBank
1998
61.6
MediaOne Group
AT&T Corp
1999
60.5++
AirTouch
Vodafone Group
1999
60.3
Tele-Communications Inc.
AT&T Corp
1998
53.6
Elf Aquitaine
Total Fina SA
1999
53.5++
GTE Corp
Bell Atlantic
1998
53.4++

++ equals deals not yet effective.
Source: Thomson Financial Securities data.

?As a result, we have decided to make an offer directly
to Mannesmann?s shareholders,? Vodafone chief executive
Chris Gent said.
?I am convinced that a combination of Mannesmann
and Vodafone AirTouch will produce enhanced growth
prospects and superior value for the shareholders of both
companies,? Gent said, adding that the all-stock offer is
final.

Attractice Market Potential
Both Mannesmann and Vodafone are vying for a dominant
role in Europe?s fast-growing mobile communications
industry, a market that some analysts believe will double in
value to $100 billion over the next five years.
A combined Vodafone-Mannesmann operation would
be the world?s leading international mobile phone group,
with more than 42 million customers worldwide. The offer
eclipses MCI Worldcom?s record $115 billion purchase
last month of Sprint, a deal that still awaits approval by
U.S. regulators.
Gent said his company received a message Thursday
from the German group?s chairman, Klaus Esser, making it
clear he had no interest in negotiating with Vodafone.

When Persuasion Fails
Until then, Vodafone had held out the hope that it could
persuade Mannesmann?s management to accept a second,
sweetened offer. Vodafone had planned to make this offer
when Mannesmann?s supervisory board met later today.
Mannesmann had no immediate comment to
Vodafone?s latest move.
Under the proposed deal, Vodafone also would win
control of Orange PLC, the British mobile
telecommunications operator recently bought by
Mannesmann for $35.4 billion.
Gent said that if the offer succeeds, Vodafone would
split off Orange and let it be run as a separate company.
British law bars any company from operating more than
one cellular phone business.

Looking for Support
Today?s bid followed talks between Vodafone executives
and key shareholders aimed at gauging investor support for
a second, higher bid.
?There was very strong agreement about what level to
go to, to land what could be considered a knockout
punch,? Gent said.
To succeed, the bid requires regulatory approval and
the support of a majority of shareholders in both
companies.
Vodafone plans to call a special shareholders? meeting
in mid-January to approve the higher bid and will mail
documents for a tender offer later that month.
If successful, Vodafone?s revised bid also would be the
first hostile takeover in German history.

Promises of No Job Losses
Gent sought to defuse potential opposition from German
labor unions and the German government, saying the
takeover would result in no jobs cuts or ?asset-stripping.?
Although Vodafone would sell off the German
company?s engineering and industrial businesses, he
stressed that Mannesmann already was planning to do that
anyway.
German Chancellor Gerhard Schroeder strongly
criticized hostile takeovers, in an interview published today
in the French newspaper Le Monde.
Gent, who has already discussed Vodafone?s strategy
with Prime Minister Tony Blair, expressed hope that the
governments of both Britain and Germany would let
shareholders decide the outcome for themselves.
Mannesmann suffered a setback to its defense efforts
Thursday when a High Court judge in London upheld U.S.
investment bank Goldman Sachs? authority to advise
Vodafone in its pursuit of Mannesmann.
Mannesmann had argued that, while advising Orange,
Goldman Sachs had obtained confidential information that
could help Vodafone make a hostile bid.