JOHANNESBURG, South Africa -- The MTN Group Limited ("MTN Group") and Investcom LLC ("Investcom") today announced a landmark deal to create the pre-eminent mobile operator in the emerging markets of Africa and the Middle East. The companies have reached agreement on a transaction through a recommended offer in which the MTN Group will offer to acquire the entire issued share capital of Investcom, which is listed in Dubai and London, for a total consideration of US$5.526 billion (R33.5 billion (1)).

The transaction will build upon the complementary strengths of each company to create a true leader in the emerging market telecom arena. The enlarged group's increased scale and capabilities is expected to enhance long-term value for shareholders, customers and employees, creating significant potential for growth.

The recommended offer, at US$3.85 per share (translating into US$19.25 per Global Depositary Share ("GDS")) will be an all cash offer, with shareholders also being given a cash and share alternative. This represents a 27% premium to the closing price of Investcom's GDSs on 28 April 2006.

Investcom's controlling shareholder, M1 Limited, which currently owns approximately 70.6% of the ordinary shares of Investcom, has irrevocably undertaken to accept the cash and shares alternative and would become a shareholder in the MTN Group. M1 Limited has agreed to a lock up of 14 months on the MTN Group ordinary shares it will receive in the offer.

The transaction will make the enlarged group one of the world's largest emerging market players in telecommunications and the clear leader in Africa and the Middle East, operating mobile networks in 21 countries, covering a population under licence on a combined basis of approximately 488 million people and serving in excess of 28 million subscribers.

The integration of Investcom's experienced personnel would also broaden the proven management capacity within the enlarged group, facilitate knowledge transfer between the two operations and enable the enlarged group to further develop its business in the Middle East.

Says MTN Group Chief Executive Officer, Mr Phuthuma Nhleko: "We are delighted with this transaction which delivers the next stage in MTN Group's emerging markets growth strategy. The MTN Group and Investcom have a shared vision to be the leader in developing markets and both companies have already shown excellent progress individually in this regard.

"This well-considered partnership entrenches our leadership in telecommunications in Africa and the Middle East and will optimise value for our shareholders. It also substantially enhances MTN's growth prospects, securing a number of important new markets for the MTN Group."

Investcom CEO, Mr Azmi Mikati, added: "We believe this transaction represents the ideal platform for Investcom to realise its goal of being a leading emerging markets telecommunications enterprise. We strongly believe that the combined group has a very exciting future - one I am personally committed to. The proposed transaction offers our shareholders the opportunity to participate in the growth of the number one telecommunications group in the region, with a complementary geography and a scale of assets second to none."

Mobile Telephone Networks (MTN)