Vodafone AirTouch PLC said today that it would proceed with its offer to buy Mannesmann AG, despite the German company's objections.
It thus appeared nearly certain that the world's largest cellular-phone operator would soon launch the world's largest hostile corporate takeover bid. The only remaining question was the price. Vodafone's chief executive, Chris Gent, told reporters in London today that management would consult with its shareholders and make a final proposal by Friday.
Sunday, Gent met with Mannesmann chief executive Klaus Esser and proposed a friendly purchase valued at $106 billion. Esser turned him down flat and later said Mannesmann, Germany's largest mobile-phone operator and a power elsewhere in Europe, is worth much more.
The Vodafone proposal is the latest in a series of hostile and friendly merger offers in Europe, which in the past year or so has become the leading corporate battlefield on the planet. Vodafone grew rapidly this year by acquiring AirTouch, the largest mobile operator in the United States, and getting Bell Atlantic Corp. to combine its wireless business.
Together, Vodafone and Mannesmann "would be the undisputed leader in global mobile communications, creating natural partners rather than competitors," Gent said. "This is a world-leading company."
At the beginning of the decade, Vodafone was a small division of a British electronics firm and Mannesmann specialized in automotive and industrial equipment. Ambitious leaders have taken them both to the top of Europe's telecommunications ladder, and some analysts think this merger battle could destroy the loser. Hostile takeovers rarely succeed in Europe, and one has never succeeded in Germany.
"These are shark-infested waters," said Justin Urquhart Sweart of Barclays Stockbrokers. "If they [Vodafone] look to bid too much they could be at risk."
"Mobile phones are a growth area for sure. But even growth stocks can be too expensive," said Bernhard Langer, investment director of Invesco Asset Management in Frankfurt. Gent would not speculate on what his next offer for Mannesmann might be, but analysts said it could take upward of $260 a share, for a total price of about $130 billion. That would dwarf even MCI WorldCom Inc.'s friendly $115 billion bid for Sprint Corp. Vodafone is expected to try to pay with a share swap and no cash.
Esser has said repeatedly that his company does not wish to be purchased, by Vodafone or anyone else. "I am 100 percent convinced that there will not be a price which is good enough, which is fair enough to the Mannesmann shareholders, which is at all affordable to the Vodafone shareholders," Esser said Monday on CNN. "We will not talk to anybody on a white-knight thing."
Mannesmann signaled its intention to fight back Monday when it filed suit in London seeking to remove Goldman Sachs Group Inc. from its role as investment adviser to Vodafone. Mannesmann said Goldman had a conflict of interest because it had advised the main shareholder in Orange PLC, a British cell-phone operator that Mannesmann is buying for $33 billion. Vodafone said it would spin off Orange. A court hearing is scheduled for Thursday.
CAPTION: Specialist Frank Abruzzo, right, trades Vodafone shares on the floor of the New York Stock Exchange yesterday. The stock closed at $44, down $8.50.
CAPTION: Vodafone chief Chris Gent at a news conference in London yesterday.