Statement re Mannesmann Response Document
Vodafone AirTouch PLC
14 January 2000
DOES MANNESMANN ANSWER THE REAL QUESTIONS?
Today Mannesmann is publishing its response to Vodafone
AirTouch's Offer to Mannesmann Shareholders.
Does it answer the real questions?
1. Who else can offer Mannesmann Shareholders the global
reach that Vodafone AirTouch delivers in voice, data and
internet services?
2. How much more capital will Mannesmann need to implement
its strategy across Europe?
3. How can Mannesmann be a leading technology business
without a US presence and apparently with no interest in
obtaining one?
4. Which will provide Mannesmann Shareholders with more
proportionate EBITDA now and in the future: owning 47.2%
of the Combined Group or owning 100% of Mannesmann?
5. What are the risks to Mannesmann Shareholders of not
accepting the Offer?
6. What can Mannesmann do alone that it cannot do better
together with Vodafone AirTouch?
Chris Gent, Chief Executive of Vodafone AirTouch said today:
'It is time for Mannesmann to address the real commercial and
strategic issues presented by the Vodafone AirTouch offer.
Mannesmann shareholders should expect a proper answer to these
questions. If Mannesmann does not answer all these questions
satisfactorily, Mannesmann shareholders should accept the
Vodafone AirTouch offer without delay.'
Copies of this press release and the documentation published in
connection with the Offer can be obtained from the Vodafone
AirTouch merger website, www.vodafone-update.com, or by calling
one of the dedicated helplines, toll-free, on 0800 169 2853 in
the United Kingdom or 0800 088 77 66 in Germany.
Enquiries:
Vodafone AirTouch
Terry Barwick, Corporate Affairs Director
Tim Brown, Investor Relations Director
Melissa Stimpson, Senior Investor Relations Manager
Mike Caldwell, Corporate Communications Director
Tel: +44 (0)1635 33 251
Goldman Sachs International
Scott Mead
Simon Dingemans
Tel: +44 (0)171 774 1000
Warburg Dillon Read
Warren Finegold
Mark Lewisohn
Tel: +44 (0)171 567 8000
Tavistock Communications
Lulu Bridges
+44 (0)171 600 2288
Words defined in the press release dated 19 November 1999 shall
have the same meaning in this announcement unless the context
requires otherwise.
This press release does not constitute an offer to exchange or
sell or an offer to exchange or buy any securities.
The contents of this announcement have been approved by Goldman
Sachs International and Warburg Dillon Read, the investment
banking division of UBS AG, solely for the purposes of Section
57 of the Financial Services Act 1986. Goldman Sachs
International and Warburg Dillon Read, each of which is
regulated in the United Kingdom by The Securities and Futures
Authority Limited, are acting for Vodafone AirTouch and for no
one else in connection with the Offer and will not be
responsible to anyone other than Vodafone AirTouch for
providing the protections afforded to customers of Goldman
Sachs International or Warburg Dillon Read or for giving advice
in relation to the Offer.
The Offer in the United States is being made through a
prospectus which is part of an effective registration statement
filed with the U.S. Securities and Exchange Commission.
Mannesmann Shareholders who are U.S. persons or are located in
the United States are advised to read the registration
statement because it contains important information relating to
the Offer. You can inspect and copy the registration statement
relating to the Offer and documents incorporated by reference
therein at the public reference facilities maintained by the
U.S. Securities and Exchange Commission at 450 Fifth Street,
N.W., Room 1024, Washington D.C. 20549. In addition, copies of
the US Offer Document are available from The Bank of New York,
101 Barclay Street, Lobby Window, New York, NY 10286.
For additional information regarding risks, see the
Registration Statement on Form F-4 and other reports of
Vodafone AirTouch Plc on file with the Securities and Exchange
Commission. Copies of these filings are available on request
directed to Vodafone AirTouch, Investor Relations, Tim Brown
(tel: + 44 1635 682 373).
It is the responsibility of any person receiving a copy of this
announcement in any jurisdiction other than the United Kingdom,
Germany and the United States to satisfy themselves as to the
full observance of the laws and regulatory requirements of the
relevant jurisdiction, including the obtaining of any
governmental or other consent which may be required or
observing any other formalities needing to be observed in such
jurisdiction. Receipt of this announcement will not constitute
an offer in those jurisdictions in which it would be illegal to
make such an offer and in such circumstances it will be deemed
to have been sent for information purposes only.
Statements in this press release relating to future status or
circumstances, including statements regarding future
performance, costs, revenues, cash flows, earnings,
divestments, growth and other trend projections and the
synergistic benefits of the merger are forward-looking
statements. These statements may generally, but not always, be
identified by the use of words such as 'anticipates', 'should',
'expects', 'estimates', 'believes', or similar expressions. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. There can be no
assurance that actual results will not differ materially from
those expressed or implied by these forward-looking statements
due to many factors, many of which are outside Vodafone
AirTouch's control, including steps that Mannesmann's
management may take to frustrate Vodafone AirTouch's efforts to
obtain managerial control of Mannesmann, increase the costs or
reduce the benefits of the transaction, the triggering of
change of control provisions in Mannesmann's licences or other
agreements, the ability to obtain regulatory approvals without
onerous conditions, the impact of labour disputes, the risk of
negative impacts on Vodafone AirTouch's credit ratings, the
potential costs, including tax costs, of divesting Orange and
Mannesmann's industrial businesses, limitations on Vodafone
AirTouch's ability to control Mannesmann due to voting
restrictions and other provisions of Mannesmann's charter and
German law, general economic conditions, competition, technical
difficulties and the need for increased capital expenditure
(such as that resulting from increased demand for usage, new
business opportunities and deployment of new technologies) and
the ability to realise benefits from entering into partnerships
for developing data and internet services.
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