To: larry pollock who wrote (3658 ) 10/24/2001 8:28:31 AM From: Rob Riordan Respond to of 3891 China and Alcatel Create Alcatel Shanghai Bell - Set to be a Multibillion Euro Telecom Technology Leader Alcatel's key operations in China to be integrated with Shanghai Bell to spearhead growth in Asia Pacific DALLAS--(BUSINESS WIRE)--Oct. 23, 2001-- China's Ministry of Information Industry (MII) and Alcatel today will sign a memorandum of understanding to create a Company Limited by Shares, Alcatel Shanghai Bell (ASB), integrating Alcatel's key operations in China with Shanghai Bell. Alcatel will hold 50 percent plus one share in Alcatel Shanghai Bell (ASB) with Chinese entities taking the remaining shares. ASB will offer Alcatel's comprehensive portfolio of products to Chinese communication operators and will be a leading supplier to the China market. The Minister of Information Industry, Wu Jichuan said, ``Alcatel is the first global company with the vision to open up its global technology to a Chinese company. Establishing ASB is an important milestone in China's telecom industry and will contribute to the development of world leading telecom technologies in China.'' ASB will more than double the number of research and development engineers currently in Alcatel China, Shanghai Bell and Shanghai Bell Alcatel Mobile Communication combined, giving it 3,500 engineers in three years time. ASB will become one of Alcatel's major global R&D centers. Core technologies to be developed by ASB for domestic and global markets include next generation fixed and mobile networks. Alcatel expects ASB to export more than US$1 billion in its first three years of operation. In forming ASB, Alcatel is the first international telecommunication equipment supplier to consolidate its businesses in China into a single company. Alcatel also will be the first international company to establish a Chinese company limited by shares in the telecommunication sector. The legal structure of a company limited by shares allows ASB the flexibility to be listed in China in the future. ``This strategic investment builds on a long-standing successful partnership between MII of China and Alcatel and opens a new chapter for Alcatel's business in China,'' said Alcatel chairman & CEO Serge Tchuruk. ``We are creating Alcatel Shanghai Bell to be the market leader in China.'' Alcatel expects ASB to benefit immediately from bringing together Alcatel's cutting-edge technologies with Shanghai Bell's strong positions in China. ``I am confident Alcatel's shareholders will see this major deal substantially contributing to our long-term business performance,'' said Mr. Tchuruk. ``It is a landmark in our drive to build the Asia Pacific region as a strategic center of Alcatel's world-wide business.'' Alcatel expects ASB to achieve US$2 billion sales in the first year of operations. The new company will have a positive impact on Alcatel's earnings per share in 2002, before any additional sales. Under the Chinese agreement, Alcatel will acquire from the Chinese shareholder, 10 percent plus one share of Shanghai Bell. Via a separate agreement Alcatel will also purchase the entirety of the Belgian government's 8.35 percent stake in Shanghai Bell. At the conclusion of the two transactions, Alcatel will own 50 percent and one share, an increase from the current 31.65 percent. Alcatel will pay a total of US$312 million in cash for the two transactions. The establishment of ASB is subject to the final approval of China's relevant authorities. Alcatel China, Shanghai Bell and Shanghai Bell Alcatel Mobile Communication will at closing be integrated into ASB. All of Alcatel's other telecom subsidiaries in China will be integrated into ASB within 24 months of its establishment.