To: Chemsync who wrote (53 ) 7/23/2000 5:32:31 PM From: 2MAR$ Read Replies (1) | Respond to of 60 DJ Deutsche Telekom/VoiceStream -2: Worth About $194.80/Shr By William Boston, Nikhil Deogun and Nicole Harris NEW YORK (Dow Jones)--Deutsche Telekom AG (DT) has agreed to acquire VoiceStream Wireless Corp. (VSTR) in a stock and cash transaction that values the U.S. wireless company at about $50.5 billion, according to people familiar with the matter. The boards of both companies unanimously approved the deal Sunday, people familiar with the matter said. In a separate transaction, Deutsche Telekom is also expected to initially invest $5 billion in VoiceStream. Since the sale to Deutsche Telekom will take at least nine months to close, the $5 billion will give the Bellevue, Wash., wireless carrier a capital infusion to allow it to bid for U.S. wireless licenses in auctions this fall. The acquisition of VoiceStream finally gives Telekom's chief executive Ron Sommer something to show after nearly two years of shopping for a U.S. target. After a three-way alliance with Sprint Corp. (FON) and France Telecom SA (FTE) collapsed last year, Mr. Sommer promised to set up a beachhead in the U.S., a key stepping-stone to becoming a global operator. It is expected to be just the first of several U.S. acquisitions by Deutsche Telekom, which last year had 35.5 billion euro in revenue and 1.3 billion euro net profit in basic phone services, Internet and wireless services. The German phone company is also seeking to enter the U.S. market for data networking for large corporations and online services. VoiceStream is one of the last independent national wireless carriers left in the U.S., created from a spin-off of rural cellular provider Western Wireless Corp. (WWCA) in 1999. It has about 2.3 million wireless subscribers and owns licenses to operate cell phone service from New York to Hawaii as well as from Minneapolis to Houston. The deal gives Deutsche Telekom's wireless business global heft, adding the U.S. market to Telekom's 25 million European mobile phone customers. A U.S. beachhead also makes Telekom a more attractive wireless partner in Europe, where it is looking to expand and trails market leaders Vodafone Airtouch PLC (VOD) and France Telecom SA. Under the terms of the deal, Deutsche Telekom will offer 3.2 of its shares plus $30 a share in cash for VoiceStream. At 4 p.m. Friday in New York Stock Exchange composite trading, Deutsche Telekom's American depositary shares slipped $1.0625 to $51.50, which would value VoiceStream at $194.80 a share. VoiceStream's shares fell $3.25 to $149.75 in Nasdaq Stock Market trading. The German telecommunications giant is also expected to assume about $5 billion in VoiceStream debt. Deutsche Telekom's shares have been under pressure on investor concerns that the German company is paying too steep a price for VoiceStream. But Telekom believes the valuation is acceptable for its shareholders if measured by accounting for the potential number of wireless customers VoiceStream would have access to based on the wireless licenses it owns, a common measurement in the industry. Deutsche Telekom believes this measurement would value VoiceStream at $265 per potential customer, according to people familiar with the deal. That's much lower than the price paid in other wireless transactions. As part of the proposed deal, VoiceStream's highly regarded management, led by Chief Executive John Stanton, will stay on. Voicestream's major shareholders - including Hutchison Whampoa Ltd. (H.HUW) and Sonera Corp. (SNRA) - have agreed to vote for the deal. In total, holders representing more than 50% of the shares outstanding are already in favor of the deal, according to a person familiar with the matter. VoiceStream's shareholders will own about 22% of Deutsche Telekom. Political opposition in Washington has emerged as one of the most significant obstacles to any deal. An initiative spearheaded by Sen. Ernest Hollings, a South Carolina Democrat, seeks to block Deutsche Telekom from buying a U.S. phone company as long as the German government holds more than 25% of the company. Should the VoiceStream deal be completed, the German government's stake in the company would be diluted to 45% from 58%. Deutsche Telekom hopes this will help appease concerns in Washington. Europeans see the Hollings initiative as a sign of U.S. protectionism. Should the U.S. block Deutsche Telekom from purchasing VoiceStream because of the government's holding, EU diplomats said this could threaten existing trade agreements. German officials said they would almost certainly file a complaint with the World Trade Organization. (END) DOW JONES NEWS 07-23-00 05:38 PM *** end of story ***