Vodafone woos Mannesman with promise of a higher bid

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The Independent Online

Vodafone Airtouch, the mobile phone group, yesterday presented the strategic and commercial rationale for an all-share takeover of Mannesmann, the German telecoms and industrial conglomerate, with Chris Gent, the chief executive, stressing that the approach remained friendly - for now.

Vodafone Airtouch, the mobile phone group, yesterday presented the strategic and commercial rationale for an all-share takeover of Mannesmann, the German telecoms and industrial conglomerate, with Chris Gent, the chief executive, stressing that the approach remained friendly - for now.

A deal would create a mobile phone colossus, combining more than 40 million customers across Europe, the US and Japan. The new company would become the world's biggest telecoms group with a market capitalisation of more than £150bn.

"The logic of this merger is compelling," Mr Gent said. "The wireless businesses of Mannesmann and Vodafone Airtouch belong together; we have been working together for years and are natural partners in Europe."

Mr Gent, who said a formal bid could be tabled with the Dusselsdorf-based company ahead of a board meeting on Friday, also revealed that Prime Minister Tony Blair has backed the acquisition. "We have spoken with our Prime Minister and he said he would be helpful because he thinks it's a great idea."

Vodafone would be expected to top a reported 203 euro per share bid put personally by Mr Gent, but rejected by Klaus Esser, Mannesmann's chief executive, on Sunday. That valued the German group at £65bn.

Should a deal be struck, whether on hostile or friendly terms, Vodafone, due to competition rules, would be forced to sell Orange, which is in the process of being acquired for £20bn by Mannesmann. Vodafone yesterday proposed to demerge Orange by distributing its shares to shareholders of the enlarged group. After briefing journalists and analysts yesterday, Mr Gent flew to Germany where he pressed his case in a number of media interviews. Mr Gent reassured Mannesmann employees, who hold nearly half the seats on the company's advisory board and who are against a takeover, that a merger would not result in job losses.

Mr Gent said Vodafone would directly solicit support from Mannesmann shareholders, about 60 per cent of whom are based outside Germany. Asked whether the difficulty of making a hostile bid - no German company has ever succumbed to a foreign hostile takeover - weighed against such an approach, Mr Gent said: "It may be unprecedented, but it's not unachievable."

He also attacked Mannesmann management for stating yesterday that any further Vodafone approach would be considered unfriendly. "You go in and make a proposal to a long-standing partner and you would expect to have a negotiation," he said. "Before they know even what we are prepared to propose... they are rejecting it, which is extraordinary. That is not in their shareholders' interests."

Mr Gent is now weighing up a direct approach, possibly on Friday, to Mannesmann's supervisory board. "We think we have a good chance of achieving 50.1 per cent of the [Mannesmann] shares and at that point, we would be in a position to change the supervisory board which selects the management," he said.

The audacity of Vodafone's move saw its shares slump 20.75p or 7.1 per cent to 270.75p in heavy volume of 289 million shares. Mannesmann shares continued to climb, hitting a high of 217.50 euros, before closing at 207 euros, up 4 euros.

In addition to Vodafone's top spot in the UK and US markets, a Mannesmann takeover would give it the number one slot in Germany and the number two slot in Italy. It would also have control of mobile networks in the Netherlands and Sweden, as well as stakes in networks throughout western and central Europe.

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