Vodafone
Mannesmann
Corporate Governance
The Deal
SURPRISE!
100

What country is Vodafone based in?

United Kingdom

100

Besides being recognized as the provider in telecommunication industry, what are some other businesses that Mannesmann is being known for?

Mannesmann, formed in 1890 as a producer of seamless steel tubes.

100

What is the principle of codetermination?

A practice where workers of an enterprise have the right to vote for representatives on the board of directors in a company. In this case, the supervisory board consisted of 20 members—ten represented the shareholders, seven the workforce of the corporation, and three the trade unions.

100

What is Vodafone's main objective in acquiring Mannesmann?

The acquisition of Mannesmann was aimed to consolidate Vodafone AirTouch's position in Europe. The acquisition would result in them becoming a global leader in the industry, with operations in25 countries and 42 million equity subscribers. 



100

What's the significance of Orange PLC in this case?

Mannesmann's interest in acquiring Orange PLC caused frustration to Vodafone. 

200

Besides the acquisition of AirTouch Communications in 1999, what was the name of the company that Vodafone entered a joint venture with in order to strengthen its market position?

Bell Atlantic Corporation

200

Why did Mannesmann initially rejected Vodafone AirTouch offer?

Mannesmann rejected the offer on the grounds that it was inadequate.

200

TRUE/FALSE: The German Supervisory Board has no direct influence on the company's operation. 

In Germany, law dictated the division of the board into a supervisory and a management board, each with distinct functions. The supervisory board has no direct operational influence, instead management board can make operational decisions.

200

What are some of the main synergies between the Vodafone and Mannesmann?

Synergies include revenue enhancement, cost savings, and savings on capital expenditure.

200

TRUE OR FALSE:

The acquisition deal between Vodafone and Mannesmann is the largest deal in the M&A history. 

TRUE.

This was largest deal in history, valued at more than US$190 billion. Goldman Sachs was a financial advisor to Vodafone in the acquisition, which created the world’s largest mobile telecom provider

300

In what year did Vodafone become the largest mobile company in the world?

1999

300

Why did Mannesmann decided to acquire Orange PLC?

For Mannesmann, the attraction of Orange was its spectacular growth –- it had a CAGR of 115% over 1994-1998. Orange also held high stakes in many parts of Europe, including France, Austria, Belgium. etc. 

300

What are some of the main differences between the German and the UK/US board structure?

- The German board structure is broken into 2 parts: the management board and the supervisory board.

- The German board does not allowed any executives on the board.

- The German board reserves its seats for employee representatives.


300

What is the main issue with the valuation of Mannesmann?

The main issue is agreeing on the correct valuation of Mannesmann. Julius Baar, a German Investment bank, valued Mannesmann between €250 and €350 a share, while most other analysts valued Mannesmann between €174 and €250 per share.

300

What are the public concerns regarding the hostile takeover in Germany?

The public response in Germany had been quite negative. Chancellor Schroeder stated that, “Hostile takeovers destroy corporate culture.” There was also a debate on whether the German government would be willing to demonstrate its willingness to embrace global capitalism.

400

Which firms did Vodafone AirTouch contacted to act as major financial advisors for this M&A deal?

Vodafone AirTouch contacted Goldman Sachs and Warburg Dillon Read to act as Vodafone AirTouch’s financial advisors in connection with a potential acquisition of Mannesmann.

400

Why did Mannesmann sought an injunction to restrain Goldman Sachs from advising Vodafone AirTouch? Did the UK High court approve the injunction application?

On November 15, Mannesmann filed an application with the UK High Court seeking an injunction to restrain Goldman Sachs from acting on Vodafone AirTouch’s behalf. Mannesmann claimed that Goldman Sachs had a conflict of interest because of its prior involvement in matters affecting Mannesmann. On November 18, the UK High Court dismissed the injunction application.

400

What is cross-holder? And how is Mannesmann's cross-holders likely to benefit Vodafone AirTouch in the bid?

Cross-holding is a situation when a large institution owns stocks in another institution. In this case, Mannesmann's major shareholders were large institutional investors base in the US/UK with a few cross shareholdings. Roughly 40% of Mannesmann shareholders were also shareholders of Vodafone AirTouch. 

400

What are some potential impacts on Mannesmann if the Vodafone AirTouch bid was unsuccessful?

A failed bid would make Mannemann a direct competitor in the UK and negatively impact joint holdings in Germany, Italy, and France. 

400

What kind of company is D2? and who were the two major shareholders in the company?

D2 is the first private mobile phone network in Germany. The two major shareholders are Vodafone (35%) and Mannesmann (65%).