Acquisition

VODAFONE AIRTOUCH PLC 19 July 1999 VODAFONE AIRTOUCH ACQUISITION OF COMMNET CELLULAR TO EXPAND AIRTOUCH'S FOOTPRINT IN NINE WESTERN STATES Vodafone AirTouch Plc announced today that it has agreed, through its wholly owned subsidiary AirTouch Cellular, to purchase the entire issued share capital of CommNet Cellular Inc., ('CommNet') for $764 million in cash, plus debt which is expected to be about $600 million at the close of the transaction. Under the terms of the agreement, shareholders of CommNet will receive $31 per share in cash, plus 8 percent annual interest from 18 July, 1999 until closing. CommNet is majority owned by Blackstone Capital Partners II, a private equity fund of the Blackstone Group, a private investment bank in New York. The transaction is subject to customary conditions including receipt of approval from the Federal Communications Commission. The deal, which is expected to close in four to five months, will add vast new regions to AirTouch's coverage area in the Western United States. CommNet offers service in most of Colorado, Montana, North Dakota, South Dakota, Utah and Wyoming and parts of Idaho, Iowa and New Mexico. It also owns minority interests in operations in three other states. CommNet's share of those markets gives it access to 3.6 million potential customers. Today it has about 360,000 proportionate customers. The purchase fills gaps in AirTouch's coverage area which until now have been served through costly roaming agreements. AirTouch will now be able to extend service to communities such as Rapid City and Sioux Falls, South Dakota; Sioux City, Iowa; Bismarck, North Dakota; Great Falls and Billings, Montana; and Pueblo, Colarado. 'CommNet's markets are well managed and fit ours like a hand in a glove,' said Chris Gent, CEO of Vodafone AirTouch Plc . 'This deal will allow customers to enjoy the benefits of AirTouch quality over a much broader area. It will cut our roaming costs and offer significant marketing synergies, which will enable us to improve the value we offer customers'. Arnold C.Pohs, Chairman and CEO of CommNet, said, 'This transaction joining CommNet with the world's largest wireless telecommunications company is a true benefit for our shareholders, subscribers, telephone company partners, employees and future customers. As the definitive provider of cellular telephony to rural America, we now know that our heritage of service and quality is now firmly secure for the future, for truly the best is yet to come'. AirTouch serves 9 million US cellular and PCS customers on a proportionate basis. Its ventures operate in 25 states and 22 of the top 30 US markets, including Atlanta, Chicago, Dallas, Detroit, Houston, Los Angeles, Miami, Phoenix, San Diego, San Francisco and Seattle. AirTouch Cellular is part of Vodafone AirTouch Plc, the world's largest mobile communications company, which is based in the United Kingdom. It has operations in 23 countries on five continents, with almost 28 million proportionate cellular customers. For further information please contact: Terry G Barwick, Director of Corporate Affairs, Vodafone AirTouch Telephone: 01635 33251 Tim Brown/Melissa Stimpson, Investor Relations Department, Vodafone AirTouch Telephone: 01635 33251 Jonathan Marshall, AirTouch Cellular Telephone: 001 415 658 2209 Peter Willetts, Tavistock Communications Limited Telephone: 0171 600 2288
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