Strategic Alliance

Vodafone Group PLC 8 November 2000 Vodafone and Swisscom Mobile form a strategic partnership Vodafone to acquire a 25% stake in Swisscom Mobile Vodafone Group Plc ('Vodafone') and Swisscom AG ('Swisscom') jointly announce a strategic partnership between Vodafone and Swisscom Mobile whereby Vodafone will acquire 25% of the equity of Swisscom Mobile for CHF4.5 billion (£1.8 billion). The strategic partnership also incorporates a service agreement between Vodafone and Swisscom Mobile. In addition, Vodafone's German mobile subsidiary, Mannesmann D2 Mobilfunk, and Swisscom's German subsidiary, debitel, will enter into an enhanced service provider agreement regarding UMTS. * Swisscom Mobile is the mobile telecommunications business of Swisscom, which will be separated from Swisscom prior to completion of the transaction * The consideration for the 25% stake in Swisscom Mobile represents an equity value of CHF18 billion (£7.1 billion) and an enterprise value of CHF18.5 billion (£7.3 billion) with net debt of CHF0.5 billion (£0.2 billion) and assumes that Swisscom Mobile will have obtained and paid for a UMTS licence * The consideration for the equity will be paid either in cash or Vodafone shares, or a combination of both, at Vodafone's discretion, in two instalments: CHF2.2 billion (£0.9 billion) will be paid at closing and the remaining CHF2.3 billion (£0.9 billion) will be paid within 12 months of closing * Swisscom Mobile will have access to Vodafone's leading and innovative products and services, and it will participate in Vodafone's supply-chain management and its products and services development initiatives * debitel will enter into an enhanced service provider agreement with Mannesmann D2 Mobilfunk providing it with access to Mannesmann D2's UMTS products and services offering * The acquisition is expected to be completed by the end of March 2001 and is subject to the approval of Swisscom shareholders as well as regulatory approvals Switzerland is a highly attractive mobile market with an affluent population of 7.3 million people and the highest GDP per capita in Europe. Swisscom Mobile has a 67% market share with over 3 million subscribers and is the clear market leader in both the residential and corporate segments. The strategic partnership between the two companies will ensure that Swisscom Mobile will benefit fully from the experience and know-how of the global leader in mobile services. The seven member Board of Directors of Swisscom Mobile will comprise of four members from Swisscom, two from Vodafone and an independent board member. Swisscom will fully consolidate the results of Swisscom Mobile in its financial accounts. Swisscom will use the proceeds to fund future growth including the purchase of a Swiss UMTS license, the roll-out of the UMTS network, the enhancement of the fixed network for broadband services, expansion of e-commerce solutions as well as moving debitel along the value chain. The remaining funds will be used to reduce indebtedness and Swisscom is also considering a share buyback. Markus Rauh, Chairman of Swisscom, commented: 'We have evaluated this partnership carefully. It will secure our future growth in the highly competitive Swiss mobile communications market. The foundations are now in place for building on our success in the new era of mobile communications - UMTS.' Jens Alder, Chief Executive of Swisscom, emphasised: 'We are the Swiss market leader and this partnership will allow us to continue our success story.' Julian Horn-Smith, Chief Executive of Vodafone Europe, commented: 'This strategic alliance represents an exciting opportunity for us to expand further our European footprint, partnering with Swisscom the leading mobile network in Switzerland. We are able to offer Swisscom the opportunity to participate in the substantial scope and scale advantages offered by Vodafone's global reach, which we anticipate will make the partnership earnings accretive for both Vodafone and Swisscom. Benefits will accrue to Vodafone customers roaming in Switzerland and Swisscom Mobile customers will be able to benefit from the extensive international operations of Vodafone Group, which span 25 countries.' Swisscom was advised by J.P. Morgan on this transaction and Vodafone was advised by UBS Warburg. Notes to editors: The exchange rate used to calculate the Swiss franc to pound sterling is CHF2.54/£1 Enquiries: Vodafone Group Plc Tim Brown, Investor Relations Director Melissa Stimpson, Senior Investor Relations Manager Mike Caldwell, Corporate Communications Director Tel: +44 (0) 1635 33251 Tavistock Communications Lulu Bridges Tel: +44 (0) 20 7600 2288 UBS Warburg Mark Lewisohn Campbell Stewart Tel: +44 (0)20 7567 8000 Swisscom AG Sepp Huber Tel: +41 (0) 31 342 9193 Citigate Dewe Rogerson Cary Martin Tel: +44 (0) 20 7775 600815 J.P. Morgan Martin Kesselring Dirk Albersmeier Tel: +44 (0) 20 7325 8570
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