PARIS -- Wanadoo today announced an agreement with Auna telecom group for theacquisition of 100% of Spanish ISP and portal eresMas in an allstock-for-stock transaction. This transaction will generate all the moresubstantial value for Wanadoo's shareholders given that it has securedlong-term commercial and technical agreements with the Auna Group companies.

Auna Group is the second largest telecommunications provider in Spain, ownedby SCH, Endesa and Union Fenosa. It operates through its subsidiaries Amenafor mobile telephony, Retevision for the provision of fixed line services,and Auna Cable for the provision of cable services.

The transaction triples Wanadoo's size in Spain in terms of activesubscribers. EresMas ranks as the #2 ISP with 1.03 million active accesssubscribers and the largest Internet audience in the country among localportals with 3.3 million unique visitors per month. With an establishedsubscriber base, strong local content and branding, the combination ofWanadoo España and eresMas creates a leader in Internet access and onlineservices in Spain. Spain is Europe's fifth-largest Internet market and oneof the fastest growing. Internet penetration in Spain, currently below theEuropean average is experiencing robust growth.

This acquisition is the latest manifestation of Wanadoo's strategy toprovide integrated ISP, portal and directory services in attractive Europeanmarkets, positioning Wanadoo as a leading Internet access and onlineservices group. Wanadoo is now one of the leaders in three of Europe'slargest Internet markets, with 3.4 million customers in France, 2.5 millionin the U.K. and 1.5 million in Spain. Upon completion of the announcedtransaction, Wanadoo will rank #2 among European ISPs, with more than 7.8million active subscribers.

Wanadoo SA