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Technology Stocks : Vodafone-Airtouch (NYSE: VOD) -- Ignore unavailable to you. Want to Upgrade?

To: MrGreenJeans who wrote (2232)	12/23/1999 8:31:00 AM
From: MrGreenJeans	Read Replies (2) \| Respond to of 3175

Vodafone-Chronology of world's biggest hostile bid LONDON, Dec 23 (Reuters) - British-based mobile phone giant Vodafone AirTouch Plc revealed details on Thursday of how it spent months trying to persuade Germany's Mannesmann AG to talk about closer cooperation. The following is a chronology of events that prompted Vodafone AirTouch Plc, the world's biggest cellphone company, to launch a record 130 billion euro ($131.1 billion) hostile bid for Mannesmann. The details were released in Vodafone's offer document, which was published on Thursday. January 15: Vodafone merges with AirTouch Communications Inc, a U.S. mobile phone group with interests in German and Italian telecoms businesses controlled by Mannesmann. Late January: Mannesmann's Chief Executive Klaus Esser telephones his counterpart at Vodafone, Chris Gent, to ask about his intentions after media speculation that Vodafone AirTouch may be considering a takeover bid for Mannesmann. Gent tells Esser Vodafone would discuss any such intention with him first. February 21: AirTouch executives meet Joachim Funk, the chairman of Mannesmann's supervisory board, in New York, amid Funk's concern that Vodafone may have hired an investment bank to examine a possible unsolicited bid for Mannesmann. He was assured this had not taken place and Vodafone and AirTouch were satisfied with existing partnership arrangements. April 27: Gent telephones Esser to arrange a meeting. May 6: Gent and Vodafone executive director Julian Horn-Smith meet Esser in Duesseldorf, Germany, to discuss areas of mutual cooperation and operational synergies, including the possibility of cross shareholdings as Mannesmann was interested in entering the UK market. Discussions were conceptual only and no steps were taken. Parties agreed to have further talks. May 25: Horn-Smith and other Vodafone directors met Lar Berg, a member of Mannesmann's management board, and other executives of Mannesmann to discuss further operational synergies, including possible cooperation on the development of mobile Internet access technology. June 30: Vodafone completes merger with AirTouch and Vodafone AirTouch formally becomes partner with Mannesmann in D2, a German mobile phone business, Arcor, a German fixed-line business, and Omnitel, an Italian cellphone operation. September 8: Gent, Horn-Smith and executive director Peter Bamford meet Esser and Berg and Kurt Kinzius, managing director of Mannesmann's unit Mannesmann Eurokom GmbH in Britain to discuss possible cooperation in further European investments and developments of mobile Internet access technology. October 18: Horn-Smith and Kinzius have further talks on further investments in Europe. October 19: Press reports that Mannesmann is interested in Vodafone's UK rival Orange Plc (quote from Yahoo! UK & Ireland: ORA.L). Gent telephones Esser and suggests a more ``constructive' route for the two companies. October 20: Gent contacts Esser again after media talk that Mannesmann has bid for Orange. They agree to meet in Berlin for further talks. However, later that day, Esser calls Gent to suggest cancelling the meeting as he has already signed an agreement with Orange and its principal shareholder for Mannesmann to make a part cash, part share offer for Orange. October 22: Gent separately contacts investment banks Goldman Sachs and Warburg Dillon Read to act as financial advisers in connection with a possible acquisition of Mannesmann. October 25: Gent, senior management of Vodafone and advisers, meet to discuss the viability and strategy of an all share offer for Mannesmann and start preparing for a possible deal. November 9: Vodafone directors and advisers discuss a potential price range. November 12: Esser phones Gent to ask about media speculation suggesting Vodafone is about to bid and invites Gent for talks in Duesseldorf. Gent agrees. Under pressure from the London Stock Exchange, Vodafone releases a statement that it is looking at ways to develop its relationship with Mannesmann, but that no specific decisions have yet been taken. November 14: Gent writes to Esser setting forth the strategic case for a takeover amd various terms of a proposed offer. Gent also travels to Duesseldorf to meet Esser and Kinzius to discuss strategy and terms. Esser rejects the proposal, but says if Mannesmann were ever to lose its independence, Vodafone would be its natural partner or ``white knight.' Esser also refused to present the offer to the supervisory board, because it was too low. Mannesmann makes a statement following the meeting that the offer is inadequate and strategically unattractive. November 15: Esser sends letter to Gent rejecting proposal and files applicalt with the UK High Court seeking an injunction against Goldman Sachs, Vodafone's advisers, alleging conflict of interest concerns. Vodafone board meets to discuss how to respond. November 16: Gent sends letter to certain members of Mannesmann's supervisory board reinforcing the rationale for the proposed takeover. Vodafone also releases a statement, along with half year results, that the transaction would be an all share exchange and set out the benefits of a deal. It also makes a presentation to analysts about the proposed transaction. Movember 18: Esser writes to Gent and Sam Ginn, former chairman and chief executive of AirTouch, to ask Vodafone to stop the unsolicited offer. UK High Court also dismisses Mannesmann's application for an injunction to restrain Goldman Sachs from advising Vodafone as ``completely hopeless.' Late on November 18: Vodafone directors and advisers meet to discuss Mannesmann's continued rejection of their proposal. The board considers the terms of a new offer to be made directly to shareholders at an exchange ratio of 53.7 Vodafone shares per Mannesmann share. November 19: Gent writes to Esser reiterating the desire for talks, but says will make fresh offer directly to shareholders. He outlined the new terms, which he said were final, and emphasised there would be no job losses. Vodafone then issues a press release outlining the deal. Mannesmann supervisory board meets to consider the proposal and reject it. November 22: Mannesmann's bid for Orange becomes unconditional and the German company says it will accelerate the separation and initial flotation of its engineering and automotive businesses. November 24: Gent sends letter to Mannesmann employees confirming his company's commitment to the German group's staff, businesses and community. November 26: Mannesmann issues press release denying any friendly discussions with Vodafone. November 28: Mannesmann states its supervisory board unanimously supports the decision of the management board to oppose the takeover attempt. November 29: Mannesmann holds London news and analyst conference, outlining the basis of its opposition to the bid which it says undervalues the company, and gives detailed growth forecasts of its businesses. November 30: Vodafone issues press release saying it shares Mannesmann's confidence in growth. December 8: Mannesmann again rejects Vodafone's offer. Vodafone expresses disappointment and surprise at what it calls the lack of justification of the increasing valuations Mannesmann was placing on itself. As of December 8, Mannesmann was valuing itself at over 350 euros per share. Vodafone's all share bid valued Mannesmann at around 258 euros per share on December 23.