AGREED TENDER OFFER FOR UP TO 21.7% OF JAPAN TELECOM
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| TOKYO Thursday 20 September, 2001: Vodafone Group Plc ("Vodafone"), JAPAN TELECOM Co., Ltd. ("JAPAN TELECOM") and East Japan Railway Company ("JR East") today announce that Vodafone's wholly-owned subsidiary, Vodafone International Holdings B.V. ("VIHBV"), will launch an agreed tender offer to acquire up to 693,368 JAPAN TELECOM ordinary shares ("shares"), representing 21.7% of the outstanding shares of JAPAN TELECOM (the "Offer"). |
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The Offer will be conditional upon a minimum of 10% of JAPAN TELECOM's outstanding shares being tendered and other conditions standard in a Japanese tender offer.
The Offer price is 450,000 yen in cash per JAPAN TELECOM share representing a 29% premium to the closing share price on Wednesday 19 September 2001 and a 37% premium to the average closing share price over the 20 trading days up to and including Wednesday 19 September 2001. VIHBV will finance the cash consideration of up to 312 billion yen from the existing cash resources of Vodafone and its subsidiaries (the "Vodafone Group").
JR East, as one of the founding shareholders of JAPAN TELECOM and with a current 15.2% shareholding in JAPAN TELECOM, supports the Vodafone Group's initiative to become the controlling shareholder of JAPAN TELECOM. JR East intends to tender at least 319,524 JAPAN TELECOM shares, equivalent to 10% of JAPAN TELECOM's outstanding shares. JR East intends to remain an important business partner of JAPAN TELECOM.
The Board of JAPAN TELECOM supports the Offer and the Vodafone Group's increase in its JAPAN TELECOM shareholding and recognises that the Vodafone Group will be the controlling shareholder of JAPAN TELECOM following completion of the Offer.
Chairman Sakata and President Murakami have agreed to remain in their current roles with JAPAN TELECOM until the Vodafone Group has nominated a new President ("Shacho") for JAPAN TELECOM. They have both accepted the Vodafone Group's request that they then continue in senior roles with JAPAN TELECOM to be able to continue to contribute their knowledge and experience to the future development of the business.
Sir Christopher Gent, Chief Executive of Vodafone, said, "We are pleased to have JR East's and JAPAN TELECOM's support for this transaction and I am personally delighted that Chairman Sakata and President Murakami have agreed to remain closely associated with JAPAN TELECOM. We look forward to the continued contribution of their knowledge and expertise.
Taking control of JAPAN TELECOM underlines the Vodafone Group's commitment to the JAPAN TELECOM group and to Japan. We view a strong presence in the Japanese market as an essential part of our global strategy and expect the Vodafone Group worldwide to benefit considerably from J-Phone's expertise in advanced wireless data services. I am confident that we can now further improve J-Phone's operating performance through closer integration between the Vodafone Group and J-Phone, and substantially boost J-Phone's competitive position in Japan's wireless market."
Koichi Sakata, Chairman of JAPAN TELECOM, said, "I am delighted that JAPAN TELECOM, which I have managed from its foundation firstly as President and then as Chairman, is now to become an even more important member of the Vodafone Group. This will offer JAPAN TELECOM the opportunity to participate fully in the global development of the Vodafone Group, and open up new horizons for the company.
I am confident that JAPAN TELECOM and J-Phone can deliver significant technical expertise in the field of wireless data to the Vodafone Group and will make a strong contribution to the development of new services, especially with the advent of 3G. With Vodafone's continued help we have the ability to secure our position as the major challenger in the Japanese wireless market and strengthen our fixed line business. JAPAN TELECOM will work with Vodafone to deliver new high quality services to customers and value to shareholders."
Mutsutake Otsuka, President of JR East, said, "We believe this is an attractive offer for JR East's shareholders and have therefore decided to tender into the offer. We are confident in Vodafone's ability to lead JAPAN TELECOM and we believe that an improved position for JAPAN TELECOM in the Japanese market will deliver real benefits to us, both as an ongoing shareholder and as a commercial partner of JAPAN TELECOM." |
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