Vodafone Buys Up Cegetel

NEWBURY, U.K. -- Vodafone Group Plc (“Vodafone”) announces that its wholly-owned subsidiary,Vodafone AG, has agreed with BT Group plc (“BT”) and SBC Communications Inc.(“SBC”) the terms of the acquisition of their interests in Cegetel Groupe S.A.(“Cegetel”). Vodafone AG has also made an equivalent non-binding cash offer of€6.77 billion to Vivendi Universal S.A. (“Vivendi”) for its entire interests in Cegetel.Cegetel’s principal assets are its 79.5% economic interest in SFR S.A. (“SFR”),France’s second largest mobile operator, and its fixed line telecommunicationsbusinesses, Télécom Développement S.A. and Cegetel S.A. Vodafone AG has agreed to pay BT €4.0 billion and SBC US$2.27 billion (€2.3billion) in cash for their entire 26% and 15% interests in Cegetel, respectively. Thisimplies an equity value for Cegetel of €15.4 billion. Vodafone Group (meaningVodafone and its subsidiaries) currently owns a 15% direct interest in Cegetel and a20% direct interest in SFR, representing a 31.9% economic interest in SFR.Following the acquisition of BT’s and SBC’s interests, Vodafone Group’s economicinterest in Cegetel would increase from 15% to 56% and its economic interest inSFR would increase from 31.9% to 64.5%.Under the Cegetel shareholders’ agreement, ownership of the largest economicinterest in Cegetel would give Vodafone Group the right to appoint a majority ofdirectors to the Board of Cegetel. The Cegetel shareholders’ agreement alsoprovides for the merger of Transtel S.A. (“Transtel”) with Cegetel in suchcircumstances, Transtel being the 50% controlling shareholder of Cegetel. Thiswould result in Vodafone Group obtaining voting control of Cegetel. Theseprovisions would apply if Vodafone Group acquires both BT’s and SBC’s interests inCegetel.Vodafone Group plc