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Vodafone Group Plc Offer for Cable & Wireless Worldwide plc

04/23/2012 | 02:16am US/Eastern
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TIDMVOD TIDMCW.

RNS Number : 8298B

Vodafone Group Plc

23 April 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

23 April 2012

RECOMMENDED CASH OFFER

for

CABLE & WIRELESS WORLDWIDE PLC

by

VODAFONE EUROPE B.V.

an indirect wholly-owned subsidiary of Vodafone Group Plc

Summary

Vodafone Europe B.V. ("Vodafone") and Cable & Wireless Worldwide plc ("CWW" or the "Company") are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Vodafone will acquire the entire issued and to be issued ordinary share capital of CWW. It is intended that the Offer will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Under the terms of the Offer, CWW Shareholders will be entitled to receive 38 pence in cash for each CWW Share held, representing a premium of approximately:

- 92 per cent. to the Closing Price of 19.8 pence per CWW Share on 10 February 2012 (being the last Business Day prior to the commencement of the Offer Period); and

- 107 per cent. to the average Closing Price of 18.4 pence per CWW Share for the three months ended 10 February 2012.

The Offer values the entire issued ordinary share capital of CWW at approximately GBP1,044 million. The Offer price of 38 pence per CWW Share is final and will not be increased. Vodafone reserves its right to increase the Offer if a third party announces a possible offer or offer for CWW.

The acquisition of CWW will strengthen the enterprise business of Vodafone Group in the UK and internationally and presents attractive network and other cost saving opportunities for Vodafone Group.

The CWW Directors, who have been so advised by Barclays and Rothschild (as CWW's joint financial advisers), consider the terms of the Offer to be fair and reasonable. In providing advice to the CWW Directors, Barclays and Rothschild have taken into account the commercial assessments of the CWW Directors.

Accordingly, the CWW Directors have agreed to recommend unanimously that CWW Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the CWW Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 2,570,695 CWW Shares representing, in aggregate, approximately 0.09 per cent. of the ordinary share capital of CWW in issue on 20 April 2012 (being the latest practicable date prior to this announcement).

Vodafone has received irrevocable undertakings from RBC Global Asset Management Inc., Sky Investment Counsel Inc. and Cyrte Investments GP I B.V. to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 284,532,092 CWW Shares, representing approximately 10.35 per cent. of the ordinary share capital of CWW in issue on 20 April 2012 (being the latest practicable date prior to this announcement).

Vodafone has obtained letters of intent from J.P. Morgan Asset Management Limited and Investec Asset Management Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of an aggregate total of 223,446,160 CWW Shares representing, in aggregate, approximately 8.13 per cent. of the ordinary share capital of CWW in issue on 20 April 2012 (being the latest practicable date prior to this announcement).

In aggregate, therefore, irrevocable undertakings and letters of intent to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting have been received in respect of a total of 510,548,947 CWW Shares, representing approximately 18.58 per cent. of the ordinary share capital of CWW. Further details of these irrevocable undertakings and letters of intent are set out in Appendix III to this announcement.

Commenting on the Offer, John Barton, Chairman of CWW, said:

"Under the leadership of Gavin Darby, Cable & Wireless Worldwide has outlined a strategy to refocus the business on achieving sustainable cash generation and returns from capital invested. However, the offer from Vodafone announced today will enable shareholders to crystallise a value, in cash, that represents a significant premium to recent trading levels and avoid exposure to the risks inevitably presented by executing a medium-term improvement strategy.

Furthermore, the combination with Vodafone represents an exciting opportunity for Cable & Wireless Worldwide's customers, employees, partners and other stakeholders to benefit from the many advantages that will come from being part of the Vodafone Group."

Commenting on the Offer, Vittorio Colao, CEO of Vodafone Group, said:

"We are pleased to reach agreement with the Board of Cable & Wireless Worldwide, who unanimously recommend our offer. The acquisition of Cable & Wireless Worldwide creates a leading integrated player in the enterprise segment of the UK communications market and brings attractive cost savings to our UK and international operations. We look forward to working with the management and employees of Cable & Wireless Worldwide to combine our expertise for the benefit of our customers and shareholders."

UBS is acting as sole financial adviser to Vodafone and Vodafone Group. Barclays and Rothschild are acting as joint financial advisers to CWW.

Investor and analyst call:

Vodafone Group is hosting a conference call today for analysts and investors which will start promptly at 9.00 a.m. (London time). Please dial into this conference call using the following dial-in numbers:

 
 Tel:                       +44 (0)20 3140 0668 
 UK Toll free:              0800 368 1950 
 US Toll:                   +1 631 510 7490 
 US Toll free:              +1 866 928 6049 
 Pin:                       503057# 
 There will be a replay facility available for seven days: 
 Tel:                       +44 (0)20 3140 0698 
 UK Toll free:              0800 368 1890 
 US Toll free:              +1 877 846 3918 
 Pin:                       384253# 
 

The associated presentation will also be available for download today at 8:30 a.m. (London time) via the following link: www.vodafone.com/investor.

Enquiries:

 
 Vodafone Group 
 Investor Relations                                 Tel: +44 (0)7919 
  Media Relations                                    990 230 
                                                     Tel: +44 (0)1635 
                                                     664 444 
 UBS (Financial adviser to Vodafone and Vodafone 
  Group Plc) 
 Simon Warshaw / Jonathan Rowley / Christian        Tel: +44 (0)20 7567 
  Lesueur                                            8000 
 Citi (Joint corporate broker to Vodafone Group 
  Plc) 
 Nigel Mills / Charlie Lytle                        Tel: +44 (0)20 7986 
                                                     4000 
 J.P. Morgan Cazenove (Joint corporate broker 
  to Vodafone Group Plc) 
 Laurence Hollingworth / Andrew Hodgkin             Tel: +44 (0)20 7742 
                                                     4000 
 Cable & Wireless Worldwide 
 Paul Moore, Retail Shareholder Relations           Tel: +44 (0)7794 
  Roy Teal, Institutional Investor Relations         999 815 
  Will Cameron, Media Relations                      Tel: +44 (0)7822 
                                                     820 762 
                                                     Tel: +44 (0)7822 
                                                     803 889 
 Barclays (Joint financial adviser to CWW) 
 Mark Warham / Jack Callaway / Stuart Ord           Tel: +44 (0)20 7623 
                                                     2323 
 Rothschild (Joint financial adviser to CWW) 
 Nigel Higgins / Richard Murley / Jeremy Boardman   Tel: +44 (0)20 7280 
                                                     5000 
 Deutsche Bank (Joint corporate broker to CWW) 
 Nick Bowers / Drew Price                           Tel: +44 (0)20 7545 
                                                     8000 
 Jefferies Hoare Govett (Joint corporate broker 
  to CWW) 
 Chris Zeal / Neil Collingridge                     Tel: +44 (0)20 7029 
                                                     8500 
 

This summary should be read in conjunction with the full text of this announcement. The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix III contains a summary of the irrevocable undertakings and letters of intent currently received (including those received from the CWW Directors) and Appendix IV contains definitions of certain expressions used in this summary and in this announcement.

UBS, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Vodafone and Vodafone Group and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Vodafone and Vodafone Group for providing the protections afforded to clients of UBS or for providing advice in connection with the Offer or any matter or arrangement referred to herein.

Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as corporate broker to Vodafone Group and no one else in connection with the Offer and this announcement and accordingly, Citi will not be responsible to anyone other than Vodafone Group for providing advice in connection with the Offer or any matter referred to herein and no-one other than Vodafone Group will benefit from the protections afforded to clients of Citi.

(MORE TO FOLLOW) Dow Jones Newswires

04-23-12 0215ET

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