Vodafone to Acquire Control of MobiFon in Romania and Oskar in the Czech Republic
15 3월 2005 - 11:25PM
PR Newswire (US)
Vodafone to Acquire Control of MobiFon in Romania and Oskar in the
Czech Republic LONDON, March 15 /PRNewswire-FirstCall/ -- Vodafone
today announces that its wholly-owned subsidiary Vodafone
International Holdings B.V. has entered into agreements with
Telesystem International Wireless Inc. ("TIW") of Canada to acquire
approximately: * 79% of the share capital of MobiFon S.A.
("MobiFon") in Romania. This will increase Vodafone and its
subsidiaries' ("Vodafone Group") ownership in MobiFon to
approximately 99%; and, * 100% of the share capital of Oskar Mobil
a.s. ("Oskar") in the Czech Republic for a cash consideration of
approximately US$3.5 billion (1.8 billion pounds Sterling) to be
satisfied from Vodafone Group's cash resources (the "Transaction").
In addition, Vodafone Group will be assuming approximately US$0.9
billion (0.5 billion pounds) of net debt. Commenting on the
acquisitions, Arun Sarin, Chief Executive of Vodafone, said: "I am
delighted that MobiFon and Oskar, both fast growing mobile
operators, will become part of Vodafone, where they will benefit
fully from the global services and scale benefits that our group
can deliver. These acquisitions will create value for our
shareholders and will be good for our customers. They are also
consistent with our stated strategy of increasing investment in
Central and Eastern Europe." The Transaction will be immediately
enhancing to adjusted earnings per share before acquired intangible
amortisation and synergies, will have no impact on Vodafone's share
purchase programme and is not expected to affect Vodafone's credit
ratings. The principal benefits to Vodafone Group are: * Expansion
of its controlled footprint into two attractive European markets -
adjacent to existing Vodafone Group markets - combined population
of around 32 million - strong growth economies * Control of
MobiFon, a leading operator in Romania - mobile penetration of
approximately 47% - 4.9 million customers, equivalent to 48% market
share - revenues of US$723 million, delivering 30% growth
year-on-year - EBITDA of US$345 million with 48% EBITDA margin *
Control of Oskar, the fastest growing operator in the Czech
Republic - 1.8 million customers, equivalent to 17% market share -
market leading ARPUs (US$25) resulting in revenue share of around
20% - revenues of US$552 million, delivering 35% growth
year-on-year - EBITDA of US$162 million with 29% EBITDA margin *
Additional value to be created from operational enhancements,
through the integration of MobiFon and Oskar into the Vodafone
Group and participation in the One Vodafone programme, including: -
global procurement and the deployment of Vodafone products and
services - network design and planning, shared service platforms,
supply chain management and roaming The Board of TIW is
recommending that its shareholders vote in favour of the
Transaction. Certain shareholders of TIW (namely certain affiliates
of J.P. Morgan Partners LLC, Caisse de depot et placement du
Quebec, and AIG Emerging Europe Infrastructure Fund L.P.), who
collectively own 33.6% of TIW's outstanding share capital, have
entered into agreements to vote in favour of the Transaction and
not to solicit any competing transaction. The Transaction is
conditional on TIW shareholder approval, the receipt of all
necessary unconditional regulatory and Canadian Court approvals and
certain customary conditions. The Transaction is expected to
complete in the third quarter of 2005. A termination fee of US$110
million will be payable to Vodafone Group by TIW if the TIW Board
withdraws or adversely modifies its recommendation of the
Transaction and in certain other customary circumstances. UBS
Investment Bank is acting as sole financial adviser to Vodafone
Group Plc and Vodafone International Holdings B.V. Notes to Editors
About Vodafone Vodafone is the world's leading mobile
telecommunications company with operations in 26 countries across 5
continents with 416 million venture customers and 152 million
proportionate customers worldwide as at 31 December 2004. For
further information, please visit http://www.vodafone.com/. About
Vodafone International Holdings B.V. Vodafone International
Holdings B.V. is an indirectly wholly-owned subsidiary of Vodafone,
incorporated in the Netherlands. It acts as a holding company
within the Vodafone Group and currently holds interests in a number
of Vodafone subsidiaries. About TIW and ClearWave TIW is a Canadian
company whose principal assets are its indirect interests in
MobiFon and Oskar with more than 6.7 million subscribers as of 31
December 2004. TIW operates in Romania through MobiFon under the
brand name Connex and in the Czech Republic through Oskar under the
brand name Oskar. TIW's shares are listed on Nasdaq ("TIWI") and on
the Toronto Stock Exchange ("TIW"). Vodafone Group will acquire
control of MobiFon and Oskar through the acquisition of 99.99% of
the outstanding shares in ClearWave N.V. ("ClearWave"). ClearWave
is the 99.99% owned subsidiary of TIW, incorporated in the
Netherlands, which acts as a holding company within the TIW Group
and indirectly owns 100% of the outstanding share capital of Oskar
and 79% of the outstanding share capital of MobiFon. As at 31
December 2004, ClearWave had net debt of US$0.9 billion. For
further information, please visit http://www.tiw.ca/. About MobiFon
MobiFon is a leading operator in Romania with 4.9 million
subscribers as of 31 December 2004 of which 34% were post-paid.
Vodafone Group currently owns 20.1% of the outstanding share
capital of MobiFon. MobiFon operates under the brand name Connex,
holds a GSM licence and has been awarded a UMTS licence. For
further information, please visit http://www.connex.ro/. About
Oskar Oskar is the number three operator in the Czech Republic with
1.8 million subscribers as of 31 December 2004 of which 48% were
post-paid. Oskar operates under the brand name Oskar and holds GSM
and UMTS licences. For further information, please visit
http://www.oskarmobil.cz/. Important information Adjusted earnings
per share represent earnings per share under IFRS before the
results of discontinued operations, non-operating income and
expenditure, and items not reflecting underlying business
performance. Figures for TIW, MobiFon and Oskar are for the 12
months ending 31 December 2004 extracted from TIW's fourth quarter
2004 financial results announcement of 22 February 2005. Growth
rates quoted are in US$ terms. For illustrative purposes an
exchange rate of US$1.93:1 pounds has been used. This press release
has been issued by Vodafone Group Plc and is the sole
responsibility of Vodafone Group Plc. UBS Limited ("UBS Investment
Bank" or "UBS"), is acting exclusively for Vodafone Group Plc and
Vodafone International Holdings B.V. and no one else in connection
with the Transaction and will not be responsible to anyone other
than Vodafone Group Plc and Vodafone International Holdings B.V.
for providing the protections afforded to clients of UBS or for
giving advice in relation to the Transaction or any other matters
referred to in this press release. This press release does not
constitute, or form part of, any offer or invitation to sell, or
any solicitation of any offer to purchase any security in any
jurisdiction, nor shall it (or any part of it) or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract thereafter. 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
Transaction, plans with respect to the Transaction, and
expectations with respect to long-term shareholder value growth and
the actions of credit rating agencies. 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 "anticipates",
"aims", "due", "could", "may", "should", "will", "expects",
"believes", "intends", "plans", "targets", "goal" or "estimates".
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: regulatory approvals that may require acceptance of
conditions with potential adverse impacts; risk involving our
ability to realise expected synergies and benefits associated with
the Transaction, including benefits associated with 3G, GPRS and
Vodafone live!(TM) and other services; the impact of legal or other
proceedings; the risk that ARPUs may decline or may decline more
dramatically than expected; the risk that credit rating agencies
downgrade or give other negative guidance with respect to our debt
securities which may increase our financing costs; and the risk
that, upon obtaining control of ClearWave, we discover additional
information relating to its business leading to restructuring
charges or write-offs or with other negative implications. Please
refer to documents Vodafone Group Plc has filed under the US
Securities Exchange Act of 1934, including the Annual Report on
Form 20-F for the year ended 31 March 2004 filed with the US
Securities and Exchange Commission (and available at the US
Securities and Exchange Commission's Internet site
(http://www.sec.gov/), for additional factors, risks and
uncertainties 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 or persons acting on our behalf are expressly
qualified in their entirety by the factors referred to above.
Vodafone Group Plc does not undertake, and specifically disclaims,
any obligation to update or revise these forward-looking
statements, whether as a result of new information, future
developments or otherwise. DATASOURCE: Vodafone CONTACT: Simon
Lewis, Group Corporate Affairs Director, +44-0-1635-673310, Charles
Butterworth, Darren Jones, or Sarah Moriarty, Investor Relations,
+44-0-1635-673310, Bobby Leach or Ben Padovan, +44-0-1635-673310,
both of Vodafone Web site: http://www.vodafone.com/
http://www.tiw.ca/ http://www.connex.ro/ http://www.oskarmobil.cz/
Copyright