Vodafone today announces its intentions to acquire Cobra Automotive Technologies S.p.A (“Cobra” or the “Company”) through a voluntary tender offer (the “Offer”) at €1.49 per share in cash, valuing the entire fully diluted ordinary share capital of Cobra at €145 million (£115 million)1. Cobra had a reported net debt of €48 million as at 31 March 2014.
Vodafone has entered into an agreement with the main shareholders of Cobra, who, together, hold 73.96% of the share capital of Cobra, on a fully diluted basis, to effect certain matters including agreeing to tender their shares into the Offer. The Offer is expected to be launched in the coming weeks and will be made subject to the relevant provisions of Italian law. Vodafone has also entered into an agreement with certain minority shareholders of Cobra’s Telematics subsidiary to acquire their 20% shareholding for a consideration of €20 million, conditional on completion of the Offer.
Cobra is a leading provider of security and telematics solutions to the automotive and insurance industries. Headquartered in Italy and listed on the Milan stock exchange (Borsa Italiana S.p.A) the Company has a global presence which includes operations in Brazil, China, France, Germany, Italy, Japan, South Korea, Spain, Switzerland and the UK. The group provides vehicle manufacturers, dealerships and after-market customers with a range of products and services, including telematics, usage-based insurance, and vehicle tracking.
The acquisition of Cobra is in line with Vodafone’s strategy to expand its machine-to-machine (“M2M”) capability beyond connectivity. Cobra’s telematics products and expertise will enable Vodafone to provide a more comprehensive range of end-to-end services to automotive customers.
Erik Brenneis, Director of M2M, Vodafone said: “The combination of Vodafone and Cobra will create a new global provider of connected car services. We plan to invest in the business to offer our automotive and insurance customers a full range of telematics services.”
The Offer is conditional on, amongst other things, obtaining appropriate anti-trust approvals and is expected to complete in the third quarter of 2014.
1 At an exchange rate of £1.00:€1.253
For further information:
Telephone: +44 (0) 7919 990 230
Vodafone is one of the world’s largest telecommunications companies and provides a range of services including voice, messaging, data and fixed broadband communications. Vodafone has mobile operations in 27 countries, partners with mobile networks in 49 more, and fixed broadband operations in 17 markets. As of 31 March 2014, Vodafone had 434 million mobile customers and 9 million fixed broadband customers. For more information, please visit: www.vodafone.com
About Vodafone Machine-to-Machine (M2M)
Vodafone Machine-to-Machine (M2M) connects previously isolated machines or devices to the internet, delivering new functionality and enhanced services without the need for human intervention. Supported by more than 250 dedicated employees, Vodafone’s global M2M platform makes it easy for global businesses to manage centrally M2M deployments across multiple territories, with greater control and at a lower cost than previously possible. In 2014 Vodafone was named global M2M leader by Machina Research, for the third year in a row. For more information, please visit: https://m2m.vodafone.com/home/
Cobra Automotive Technologies S.p.A operates in two main sectors. The first relates to the design, development, manufacture and marketing of electronic systems that includes components and burglar alarm systems as well as assistance to low-speed manoeuvres systems. The second is focussed on the design and provision of services based on geo-location of vehicles to aid the location and recovery of stolen vehicles. This also includes smart insurance services for insurers and the management of vehicle fleets.
This document does not constitute, or form part, of any offer or invitation to sell, allot or issue or any solicitation of any offer to purchase or subscribe for any securities, nor shall it (or any part of it) form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment for securities.
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada or Japan or in any other jurisdiction.
Forward Looking Statements
Certain information contained in this announcement constitutes “forward-looking statements,” which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue”, “target” or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Such statements express the intentions, opinions, or current expectations of Vodafone with respect to possible future events and are based on current plans, estimates and forecasts which Vodafone has made to the best of its knowledge, but which do not claim to be correct in the future. Due to various risks and uncertainties, actual events or results or actual performance of Vodafone may differ materially from those reflected or contemplated in such forward-looking statements. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, recipients should not rely on such forward-looking statements. Subject to compliance with applicable law and regulations, Vodafone undertakes no obligation to update these forward-looking statements. No representation or warranty is made as to the reasonableness of such forward-looking statements. No statement in this announcement is intended to be nor may be construed as a profit forecast.
This announcement and all documents relating to the Offer will be available in due course (other than to persons in any jurisdiction where the publication of this announcement is restricted) on the website of Vodafone at www.vodafone.com/investor.