Vodafone AirTouch Merger
Lisbon, 19 January 1999,
AirTouch Communications, Inc.
Headquarters: One California Street, San Francisco, CA94111, USA Registration number 2408157 Delaware Secretary of State FID: 94-32113132
Telecel Comunicações Pessoais, S.A. Sede: Rua Tomás da Fonseca, Centro Empresarial Torres de Lisboa, Torre A, 14º andar, 1600 Lisboa Capital Social: 21.500.000.000$00 Matriculada na Conservatória do Registo Comercial de Lisboa sob o nº 2.424 Pessoa Colectiva nº 502.544.180
Last 15 January 1999, AirTouch Communications Inc. and Vodafone Group Plc announced that they had agreed to merge the two companies. The terms of the agreement was approved by each companies’ Board of Directors.
The merger, still subject to AirTouch Communications Inc. and Vodafone Group Plc shareholders’ approval and consent by the governmental and supervision authorities, is expected to be concluded during the second half of 1999. During the next three months’ period, more detailed information about the projected merger will be released to both companies’ shareholders.
The merger will create the world largest mobile communications’ operator and one of the biggest communications operators’ in the industry, serving more than 23 million customers through participations in 23 countries.
Under the terms of the merger agreement, AirTouch shareholders will be entitled to receive 5 new Vodafone Group Plc shares plus US$ 9 in cash for each AirTouch share, subject to eventual arrangements under certain circumstances foreseen in the merger agreement.
After the merger, Vodafone Group Plc shall be re-named Vodafone AirTouch Plc, which will own 100% of AirTouch Communications Inc. Vodafone AirTouch Plc will be held by public shareholders, of which approximately 50% will be the previous AirTouch Communications Inc. shareholders, and the other 50% being the previous Vodafone Group Plc shareholders. Vodafone AirTouch Plc Board of Directors will consist of 14 members, being 7 nominated by AirTouch and 7 nominated by Vodafone. The company will have its headquarters in Newbury, UK.
AirTouch Communications Inc. owns indirectly, 50.9% of Telecel Comunicações Pessoais, S.A.
During the merger process, AirTouch Communications Inc and Vodafone Group Plc will take into account the obligations that may arise under the legislation applicable to Telecel Comunicações Pessoais, S.A.