AGREED TENDER OFFER FOR UP TO 21.7% OF JAPAN TELECOM
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Disclaimer and Forward-looking statement |
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This press release does not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to purchase any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of or be relied on in connection with, any contract therefor. The Offer is not being made and will not be made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, Australia or any Province or Territory of Canada. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this press release and any related offering documents are not being, and must not be, mailed or otherwise transmitted or distributed in or into the United States of America, Australia or any Province or Territory of Canada. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid. No money, securities or other consideration is being solicited and if sent in response by a resident of the United States of America, Canada or Australia will not be accepted. No indications of interest in the Offer are sought by this press release.
The release, publication or distribution of this press release in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this press release is released, published or distributed should inform themselves about and observe such restrictions. Receipt of this press release will not constitute an offer in those jurisdictions in which it would be illegal to make the Offer and in such circumstances it will be deemed to have been sent for information purposes only.
This press release contains "forward-looking statements" concerning the Vodafone Group's operations in Japan, JAPAN TELECOM and the J-Phone Group, including, but not limited to, statements regarding the future of mobile telecommunications markets in Japan, the development of advanced wireless data services by J-Phone, improvements in the operational performance of J-Phone, the position of J-Phone in the Japanese wireless market, the benefits accruing to the Vodafone Group and the JAPAN TELECOM Group as a result of the completion of the Offer and the expected future performance of J-Phone, the target EBITDA margins of J-Phone and the benefits of the integration of J-Phone into the Vodafone Group's global footprint, as well as some of the Vodafone Group's expectations, plans and objectives with respect to these items. Forward-looking statements are sometimes, but not always, identifiable by their reference to a date in the future or the inclusion of words such as "anticipates", "may", "should", "expects", "believes", "intends", "plans", "targets", "goal" or "estimates".
By their nature, forward-looking statements are predictive and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future, many of which are beyond the control of the Vodafone Group. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, the following: adverse changes in economic conditions and other conditions affecting the level of demand for wireless services; introduction by competitors of handsets that function as cameras or greater availability to competitors of technologically advanced handsets generally; greater than anticipated competitive activity, including from the emergence of new technology; greater than expected costs associated with the provision of advanced wireless data services, including as a result of unanticipated demand concentration, the possibility that technologies, including advanced wireless data services, will not perform according to expectations or that vendors' performance will not meet requirements; changes in the projected growth and penetration rates of the mobile telecommunications industry and lower than expected average revenue per user rates; the Vodafone Group's ability to introduce and transition customers to new services, including advanced wireless data services and future revenue contributions of advanced wireless data services as a percentage of total revenue; the Vodafone Group's ability to harmonize its mobile platforms; delays or impediments in the roll-out of advanced wireless data services; changes in the regulatory framework in which the Vodafone Group operates, including regulatory actions related to pending or future acquisitions; and changes in exchange rates, including in particular the exchange rate of the pound sterling to the euro or the yen. All written or verbal forward-looking statements attributable to the Vodafone Group or persons acting on its behalf are expressly qualified in their entirety by the factors referred to above. The Vodafone Group undertakes no duty to, and does not intend to, update these forward-looking statements or the description of some of the factors that could cause actual results to differ.
UBS Warburg Ltd., a subsidiary of UBS AG, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting exclusively for Vodafone Group Plc and Vodafone International Holdings B.V. and no one else in connection with the transaction referred to in this press release and will not be responsible to anyone other than Vodafone Group Plc and Vodafone International Holdings B.V. for providing the protections afforded to customers of UBS Warburg Ltd. or for giving advice in relation to the transaction or any matters referred to in this press release. |
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