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Press Release -- April 23rd, 2012
Source: Cable & Wireless Worldwide
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RECOMMENDED CASH OFFER for CABLE & WIRELESS WORLDWIDE PLC by VODAFONE EUROPE B.V.

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 £1,044 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.

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