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.