London — Vodafone AirTouch Plc ("Vodafone AirTouch") (NYSE: VOD; LSE) announces that its shareholders today approved Vodafone AirTouch's Offer for Mannesmann and the formation of its U.S. joint venture with Bell Atlantic. The resolutions proposed at Vodafone AirTouch's Extraordinary General Meeting were carried by an overwhelming majority and the proxy votes cast before the meeting showed over 98 per cent in favour of the proposals.
On 14 January the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was terminated early and on 18 January Vodafone AirTouch announced that it had waived the condition relating to its bid for 3G spectrum. As a result of today's endorsement by shareholders, many of whom also hold shares in Mannesmann, and subject to the listing of the new Vodafone AirTouch shares to be issued to Mannesmann Shareholders, only one condition to the Offer for Mannesmann remains to be satisfied—the receipt of valid acceptances in respect of more than 50 percent of Mannesmann Shares.
Chris Gent, Chief Executive of Vodafone AirTouch, commented: "Vodafone AirTouch's shareholders have once again demonstrated their continued strong support for our strategy to become Europe's global telecoms leader by overwhelmingly approving the offer for Mannesmann and our joint venture with Bell Atlantic.
"The offer for Mannesmann represents an outstanding opportunity to create a new global force in mobile telecommunications, with greater growth prospects than those of either Vodafone AirTouch or Mannesmann alone. Vodafone AirTouch's offer also provides Mannesmann Shareholders with 47.2 percent of the Combined Group, which represents a substantial premium to any other relevant measure of Mannesmann's contribution to the combination.
"I remind all Mannesmann Shareholders that Vodafone AirTouch's offer period ends on 7 February 2000. I urge them to accept the offer without delay."
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.