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.