To: MrGreenJeans who wrote (2489 ) 2/3/2000 7:35:00 PM From: David Wiggins Read Replies (2) | Respond to of 3175
MANNESMANN ACCEPTS IMPROVED VODAFONE OFFER 2/3/00 5:53:45 PM DUESSELDORF, Germany, Feb 3, 2000 /PRNewswire via COMTEX/ -- Mannesmann (German Stock Exchange: MMN, ADR: MNNSY) has reached an agreement with Vodafone AirTouch that opens the way to a combination of the two companies. Mannesmann believes that such an agreement reflects the preferences of the majority of its shareholders. Under the terms of the agreement Mannesmann shareholders will receive a 49.5 % share in the combined company. This represents an improved exchange ratio of 58.96 Vodafone ordinary shares for every one Mannesmann ordinary share, an increase of 5% over the current Vodafone offer of 53.7 shares for each Mannesmann share. The implied value of Vodafone?s improved offer equates to Euro 353. The agreement includes the following key elements: -- It is intended that Mannesmann?s participations in the Arcor and Infostrada wireline businesses will not be sold -- Mannesmann?s integrated strategy, particularly in the area of Data Products and Tele-commerce will be continued. -- Duesseldorf will become one of two headquarters for the combined business? European Telecommunications operations -- The IPO of the Engineering and Automotive businesses scheduled for the middle of this year will take place as envisaged -- Mannesmann will work to support the integration process of the combined company. On the basis of the agreement outlined above companies in the Mannesmann group can look forward to continued commercial success while its management and employees can expect further prospects for successful development. The agreement is subject to the approval of the Mannesmann Supervisory Board. This announcement has been prepared by Mannesmann AG ("Mannesmann") which is solely responsible for it, and has been approved by Morgan Stanley Dean Witter ("Morgan Stanley"), Merrill Lynch International ("Merrill Lynch"), J.P. Morgan Securities Ltd. ("J.P. Morgan") and Deutsche Bank AG ("Deutsche Bank"), (which are regulated in the UK by The Securities and Futures Authority Limited) only for the purposes of Section 57 of the Financial Services Act 1986. Morgan Stanley, Merrill Lynch, J.P. Morgan, Deutsche Bank and KPMG are advising Mannesmann and no-one else in connection with the matters described in this announcement and will not be responsible to any person other than Mannesmann for providing the protections afforded to clients of Morgan Stanley, Merrill Lynch, J.P. Morgan, Deutsche Bank and KPMG or for providing advice in relation to the matters described in this announcement or in relation to the contents of this announcement. SOURCE Mannesmann AG (C) 2000 PR Newswire. All rights reserved. http