Vodafone Group Plc announces that its wholly-owned subsidiary, Vodafone AG ("Vodafone"),
has renewed its cash offer of € 6.77 billion to Vivendi Universal S.A. ("Vivendi")
for its entire interests in Cegetel Groupe S.A. ("Cegetel"). The renewed
offer follows the agreement reached by Vodafone, Vivendi, BT Group plc ("BT")
and SBC Communications Inc. ("SBC") that Vivendi may exercise its pre-emption
rights over Vodafone's acquisition of BT's and SBC's interests in Cegetel, between
21 November 2002 and 10 December 2002.
This cash offer is at the same price per Cegetel share as agreed with BT and
SBC to acquire their Cegetel interests on 16 October 2002. The offer is subject
only to agreement on the terms of a share purchase contract.
Vodafone believes its cash offer represents a full and fair price for Vivendi's
Cegetel interests:
- Vivendi's other international telecoms partners in Cegetel, BT and SBC,
have agreed to sell at the same price per Cegetel share
- This price reflects control, as Vodafone would become the controlling majority
shareholder of Cegetel through buying both BT's and SBC's interests
- Vodafone believes its offer is in the best interests of Vivendi, Cegetel
and SFR:
- Vivendi would be able to reduce substantially its indebtedness by approximately
€7.2 billion (assuming €0.4 billion of consolidated Cegetel net
debt as at 31 December 2002)
- Cegetel would benefit from a parent company that is both financially strong
and able to add value to the mobile and fixed businesses to the benefit of
its customers and employees
- Vodafone is a committed investor in telecoms and would prioritise long
term investment and growth in the businesses over short term cash generation
- Vodafone is in a better position to deliver additional value to SFR, by
deploying its global brand, technology platform and further global products
and services
- Vodafone is a long-term investor in the telecoms industry in France
Vodafone's offer will remain open until 10 December 2002. Until such time
as the offer is formally accepted by Vivendi, Vodafone reserves the right
to withdraw its offer at any time.
Sir Christopher Gent, Chief Executive of Vodafone Group Plc, said:
"We have renewed our offer because we continue to believe that Vodafone
is the natural home for Cegetel and that it would be in the best interests of
all parties.
Our offer provides the Board of Vivendi and its stakeholders with a clear choice
either to sell its Cegetel interests at an attractive price in cash and immediately
reduce its debt or to pre-empt. Cegetel and SFR have the opportunity to benefit
from full integration into the Vodafone group, the leading global mobile operator.
Cegetel's and SFR's customers would benefit from improved services and their
employees from broader career opportunities."
This press release has been issued by Vodafone Group Plc and is the sole responsibility
of Vodafone Group Plc.
UBS Warburg Ltd., a wholly owned subsidiary of UBS AG is acting solely for
Vodafone and no-one else in connection with this offer and will not be responsible
to anyone other than Vodafone for providing the protections afforded to customers
of UBS Warburg nor for providing advice in relation to the offer.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This press release contains certain "forward-looking statements"
with respect to our expectations and plans, strategy, management's objectives,
future performance, costs, revenues, earnings and other trend information, including
statements relating to expected benefits associated with the possible acquisitions
of additional interests in Cegetel and SFR, plans with respect to those acquisitions
and expectations with respect to shareholder value growth. By their nature,
forward-looking statements are inherently predictive, speculative and involve
risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future. Forward-looking statements are sometimes, but
not always, identified by their use of a date in the future or such words as
"would" and "believe".
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to, the future actions
of Vivendi including whether Vivendi exercises its pre-emption rights over the
BT and SBC interests in Cegetel or continues to decline our cash offer, which
will affect our ability to obtain an increase in our economic interest in Cegetel;
if we obtain the largest economic interest in Cegetel through acquisition of
the BT and SBC interests, the risk that Vivendi will not fully comply with its
obligations under the Cegetel shareholders' agreement or delay its compliance
or interpose obstacles thereby possibly delaying significantly our ability to
obtain control of Cegetel's management board; to the extent that Vivendi retains
majority control of Cegetel or uses its minority rights to negatively affect
our management of Cegetel, our ability to in
fluence strategic decisions including profit distributions or other value generative
decisions of Cegetel or SFR may be limited; regulatory approvals may require
acceptance of conditions with potential adverse impacts; risk involving our
ability to realise expected synergies and benefits associated with the acquisitions,
including benefits associated with 3G technologies; the risk that ARPUs may
decline more dramatically than expected; and the risk that, upon obtaining control
Cegetel or SFR, we discover additional information relating to its businesses
leading to restructuring charges or write-offs or with other negative implications.
Please refer to documents we have filed under the US Securities Exchange Act
of 1934, including our Annual Report & Accounts and Form 20-F for the year
ended 31 March 2002, for additional factors that could cause actual results
and developments to differ materially from the expectations disclosed or implied
within forward-looking statements. All written or oral forward-looking statements
attributable to Vodafone Group Plc, any members of Vodafone Group Plc or persons
acting on our behalf are expressly qualified in their entirety by the factors
referred to above. Vodafone does not intend to update these forward-looking
statements.
Vodafone Group Plc
