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In early 2000, in what was then considered as the biggest takeover in history, vodafone
acquired Germany's Mannesmann AG, which was the No.l network provider in Germany
and the No.2 network provider in Italy for $ 183 billion. The company also owned stakes
in
wireless carriers in several other European countries, including France, the Netherlands,
and Spain- But in early 2001, the company encountered difficulties in integrating the
operations of the acquired companies. The telecom bust added to the woes, and the company
posted losses year on year. The company incurred losses of
$19.3 billion for the financial
yeat 2001(the highest loss in British corporate history), compared to losses of
$13.8 billion
in 2000. In 2003, Christopher Gent stepped down as the CEO, and handed over the reins to
Arun Sarin, who was earlier the chief operating officer of AirTouch, and the chief executive
of the private equity finn, Accel-KKR Telecom. The new CEO also continued to expand the
operations of the company through acquisitions. He unveiled 3G services in Germany,
Italy, Portugal, and Spain, and arso pianned to expand the operations of the company in
countries iike India and Russia. But the shareholders felt that as the company was posting
losses (net lossof $16 billion for the financial year 2003), it should not go for furrher
acquisitions. They also added that the company was cutting their dividends in order to
pursue its acquisition plans.
' Goodway. Nick "Vodafone's f3bn for investors,,, www.thisismoney.com. May Z5k
?004
I Verizon Communications was fomed when Bell Atlantic merged with CTE.
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The f,orly Doys
In I982, Gerald Whent, chairrnan o1'the Racal Radio Group, convinced the Racal Electronics
Group Board to bid lirr the privare sector UK cellular network license being ottered by the
UK governrrent. He masternrinded the successful bid and set up the Racal Teleconr Lirnited
to develop and inrplenrent the analogue oTTACS (Total Access Conlr.trunication Systenl)
network. Racal Teleconl Linrited was lorrred in 1983 as a joint venture between Racal
the conlpany
E,lectronics Group and Millicom (a US telecorn company). Based in Newbury,
employees, inhabiting one buildirig. Tlre company was granted one of the
had less tlran 50
in UK (Cellnet was the other licensee). The Vodatbne analogue
two mobile phone licenses
network was launched on January l" 1985, and the first call was ntade fr-om St Katherine's
it
Dock in London to Newbury. It was the first cellular network to be launched in tJK- and
received an overwhelming response. But as the network was prohibited fronl selling services
directly to the public, the Group tbrrned a wholly-owned subsidiary called Vodac in 1984 to
act as the service provider for the network. By the end of 1985, the company had added
19,000 customers to its portfolio.r
In 1987, Racal Telecom Limited was recognized as the largest mobile network in the world'
During the same period, Vodata was created as the "voice and data" business to develop
and market the voicemail service of the company called Vodafone Recall. Vodapage,
which
was launched to provide a paging network, covered 80% of the UK population. ln October
1988, approximately 20Vo of the company was offered to the public on the London and New
york Stock Exchanges. Racal Telecom Limited accounted for a third of Racal Electronics
Group's profits for the year. The followin,g year, network coverage and capacity continued
to increase. Paknet, the radio data network company, was formed as a jojnt venture betu'een
Racal Telecom Limited and Cable & Wireless.'
In early 1991, Racal Telecom Limited was awarded the British Standard Award for Quality,
the first such award to be siven to any telecomgrunications company in UK- ln September
199 I, Racal Telecom Limited fully demerged from Racal Electonics Group
(considered then
as the largest demerger in the UK corporate history) when the remaining shares of the
company were issued to the public. The company became an independent entity and
changed irs name to VoCafone Group PLC. Vodafone stood for VOice-DAIa-FONE. In the
same year, Vodafone launched its GSM (Global Systerr for Mobile communications)
digital
network - rhe first in IJK. tn l99L.Vodafone and Te]ecom Finland signed the world's first
internatiolal GSM roanting agreemenl. The company also introduced new tariff initiatives
for the consuner market. LowCall, a low user tariff, offered a reduction of 407o on the
existine btrsiness tariff. During the same period, the cornpany also bought tlie remaining
507o of Pakner frorn Cable & Wireless, and consolidated Paknet into the Group as a wholly-
owned subsidiary.
Tlll \ggL,Vodafone joint venture of British Telecolll (later nanred BT Group)
and Cellnet, a
and Securicor, had enjoyed a duopoly in UK. Regulatols had decided not to irrlpose llrice
controls, and the cotrrpanies generated very high profit rnargins. But in 1993. a new wireless
www-voda1_onc.cottr
I hid.
provider' one 2 one. launched a digital network
in London. with the increase in competition,
vodafone moved beyond UK in the 1990s. By 1993,
it had expanded its interests in mobile
phone networks in Australia, Greece, Hong
Kong, Malta, and Scandinavia. vodafone
continued to expand in 1994, and bought siaLes
i-n companies in Fiji, Germany, South
Africa, and Uganda.6
' $48 billion offer from the largest regional phone company
in the US, Bell Arlanric (later
renamed as Verizon); and
' $55 billion offer from the Britain's biggest mobile phone
company, vodafone.
By that time, vodafone and AirTouch communications
were business partners in Egypt
and Sweden, and co-operated on Globalstar, a
satelrite-based mobile phone system. Towards
the endof 1999, vodafone succeeded in buying AirTouch commurications by increasing
its offer to $66.5 billion -
considered then as the biggest cross-border merger
deal in
history. Analysts opined that vodafone was paying
a high price for the merger, but the
company executives felt that through the deal, the
company could enter into the lucrative
US mobile phone market.
Ewing. Jack et al "Can Mannesmann Wr irrle Away'?'. www.businessweek.com. Jaruary I 7'r' 2(XX)
After the Mannesmann management rejected the bid, Vodafone AirTouch addressed its
offer directly to the Mannesmann shareholders. On November 19th 1999, Vodafone AirTouch
announced a revised offer of 53.7 Vodafone Airtouch shares for one Mannesmann share.
But the Mannesmann executives advised the shareholders to reject the offer. However,
when it became clear that Vodafone's attempt of hostile takeover might succeed, the
Mannesmann management changed its strategy and agreed to negotiate the terms for a
"friendly takeover" in February 2000. The final agreement was based on an improved offer
for Mannesmann shareholders to exchange their shares in the ratio of 58.96 Vodafone
AirTouch shares for one Mannesmann share.e
By the end of February 2000, Vodafone AirTouch closed its $183 billion buyour of
Mannesmann, the biggest takeover in history (Exhibit II). The new company was called
Vodafone Airtouch, although the Mannesmann name was retained in Germryry. Vodafone
AirTouch spun off Mannesmann's engineering and automotive operations into a separate
company. The new company was operated from Vodafone's Newbury headquarters, although
Mannesmann had its head office in Dusseldorf (Germany). The total value of the Vodafone
Group on the stock market, after payiag $ 1 83 billion for Mannesmann in shares, was $365
billion, making it the largest company on the London Stock Exchange and the fourth largest
in the world.ro
With the acquisition of Mannesmann, Vodafone AirTouch had 42.4 million mobile phone
customers spread over 25 countries, including the US, Germany, Britain and Italy. Vodafone
AirTouch became one of the top three wireless players in Germany. Frank Wellendorf, a
telecommunications analyst with Westdeutsche Landesbank, said, "The acquisition gives
Vodafone huge opportunities to compete against rivals. With systems in so many countries,
Vodafone will also be able to offer customers attractive rate packages for using mobile
phones in several countries. Mobile phone users now pay steep surcharges when they
'roam' from their country of residence. clearly, vodafone is in a very good position in
comparison to other mobile operators."rl
In order to improve profits, Gent divested the non-core businesses that he inherited with
the acquisition. Mannesmann had assets from watchmaking to steel tubes to fixed-line
phone services like Italy's Infostrada. Gent sold the non-core assets of Mannesmann and
raised more than $13 billion. In addition, the company also sold Orange to France Telecom
for $40 billion. Verizon Wireless, Vodafon e's 45Vo owned venture in the US, offered lTVo of
its stake to the public that enabled the company to raise about $10 billion for Vodafone.
Besides, one of Gent's main challenges was to popularize vodafone's brand, which was not
widely known outside Britain. Gent appended Vodafone's name to many of the businesses
that the company controlled: Omnitel in Italy was called Omnitel Vodafone; D2 in Germany
was called D2 vodafone. Moreover, the company also planned to move into the Asian
market. The company boughta2To stake in China Mobile for $2.5 billion. The company also
changed its name from VodafoneAirTouch to Vodafone Group pLC.
It was fbund that laster speeds could be made possible with a technology called 3G (Third
Generation) technology. Gent said, "Even on a two-inch-square scleen, you can get very
good resolution and full color. People will use devices that not only have the ability to
deliver images but have a camera attached to them so that they can send in.rages as well."rr
Vodafone spent $ 17 billion on licenses 1or the radio spectrum needed to build high-bandwidth
networks in European countries, without adding a single customer. Meanwhile, the company
starled working with Vizzavi, which had a joint venture with Vivendi of France, to develop
a portal for mobile phones, PCs, and televisions. The company also partnered with other
Internet companies and content providers such as News Corporation, owners of the Sun,
the Times, and BskyB to help it build its 3G technology.
By the end of October 2000, with a market capitalization of $256 billion, Vodafone had
emerged as the most valuable company in Europe and the seventh most valuable in the
world (Exhibit III). By early 2001 , Vodafone had secured a 15Vo stake in Japan Telecom for
$2.2 billion. With a stake in Japan Telecom, Vodafbne had control over the company's
J-Plrone wireless unit. Japan Telecom owned 547o of J-Phone, the country's third largest
wireless operator, whiie Vodafone had a stake of 26V0. Vodafone considered Japan as an
important market because of the extensive use of 3G rrobile services. In May 200 I , Vodafone
grabbed a bigger piece of the global telecom market by buying British Telecom's interests
in Japan Telecom and the J-Phone Group, as well as Spain's Airtel for a total of $6.93 billion.
In the process, Vociafone became the largest shareholder and sole telecom pal-tner of Japan
Telecom wiLh 45Eo interest, and the J-Phone Group with 467o slake.In addition, Vodafone
acquired about 91 .6Vo stake in Airtel and became the sole telecom shareholder. Analysts
believed that increased ownership in Japan Telecom's wireiess subsidiary offered Vodafone
an increased stake in Japan. The company also gained more exposure to 3G service
development and wireless Internet advancements in Japan. Andrew Cole, principal analyst
at Adventis, said, "Unlike other carriers, Vodafone has been able to continue making
acquisitions. This is one of the reasons that the carrier is leaving the competition behind
and becoming a larger global player."rs
Guyon. Janet "What Does This Cent Really Want'?". www.lbrtune.com. March 6'h 2000
Canoll. Kelly "A global go gel(ea'. www.telephonyonline.con. lr4ay 7'r' 2001
lt.'in:t
Treading the same path, vodafone also acquired the Idsh phone company Eircom,s mobile
unit,Eircell,for$4.01 billion.TheacquisitionofEircell strengthenedthepresenceofVodafone
in Northern Ireland. Vodafone added more than 1.2 million customers, including a large,
captive market of young people.ra The company acquired stakes in several companies,
which helped it to gain a foothold in major countries of the world (Exhibit IV). After acquiring
a company, Vodafone sold the non-core assets ofthe company. The funds generated from
that were used to finance further acquisitions. Gent's strategy had helped the company to
increase its stakes in mobile phone companies worldwide. In orderto strengthen its foothold
in China, the company invested an additional $750 million in China Mobile, increasing its
stake to 3.27Vo.
The Poyoffs
The company's financial results for the fiscal year 2000 reported losses of $13.8 billion.
Vodafone sources revealed that it incurred a loss as it spent billions blying stakes in
cellular companies worldwide, many of which were not performing well. The company had
issued stock to fund acquisition, which left shares in the hands of entities that did not wish
to hold on to their stakes in Vodafone. About 8.57o of the company's stock was in the hands
of such entities. Analysts felt that this was one of the major factors for the reported loss
incurred by the company. Gent decided to put on hold the expansion plans and did not
issue stocks for that year.15
By 2001, with 100 million subscribers in 28 countries, Vodafone had become No. I or No. 2
in most of the European markets (Exhibit v). However, the company was in a poor financial
state, as its European partners did not generate profits. After their acquisitions by Vodafone,
they started spending on 3G phone license bids and expansion efforts. The telecom bust
also added to the woes of the company. By the end of the fisc alyear2001,the company had
reported a loss of $i9.3 billion, the highest loss in British corporare history (Exhihit VI).
Industry analysts felt that the company was encountering problems because of the
acquisitions it had made at highly inflated prices. Vodafone sources revealed that the
company's losses were mainly due to the revaluation of some of its global assets, including
Japan Telecom, J-Phone, Mannesmann, Arcor, Cegetel and Grupo Iusacell. The company
wrote-down $28 billion in goodwill. The company also faced difficulties in integrating its
operations in different countries. Analysts opined that the company's spending of about
f 13 billion ($23 billion) for acquiring 10 European 3G licenses (to operate the 3G mobile
phones) added to the woes of the company. With the burst of the speculative bubble in the
telecom industry, there was a profit slump and decrease in sales. Like Vodafone, other
telecom giants were also burdened with huge debts, slump in sales and demand dnd
plummeting share prices. In order to regain the profits, Gent planned to introduce new
services.
ln October 2002, Vodafbne unveiled 'Livel'consumer services, its ilrst product under the
brand ol'vodafone Mobile ofllce. Liver was launched in cermany, Ireland, Italy, the
Netherlands, Pofiugal, Spain, Sweden and UK on october z5r, z002.The conrpany presented
a new range of Vodalbne-branded handsets l'rom Nokia, Sharp and Panasonic to its
customers. The handsets featured integrated digital cameras and were customizecl with a
color service menu that off'ered access to games, a unifled mailbox, a range o1'third party
infornration services, polyphonic ringtones and illustrated entertainment, music and sports
news.
However, the new services did not help in posting prolits. The company continued to post i
i
losse s year on year and its share
price was declining (Exhibit vll). on December l g,h 2002,
i
the company sources announced that Gent would step down as chief executive (as per his
previous plans) on July 30'h 2003 and Arun Serin. former chief operating officer ol-AirTouch ii
and chief executive of private equity tim Accel-KKR Telecom, would take over the reins of
Vodafbne.
Furthermore, it was observed that the.olrrrn, had problems in operating in the US market.
Though the company generated revenues from its 45Vo stake in Verizon Wireless. it could
not inlpose either its brand or its long-term plans, as the management was in the hands of
Bell Atlantic. Also, verizon's technology was not compatible with Vodafone's. so when
Vodafone subscribers traveled fiom Europe to the US, they availed the roan.ring facility of
T-Mobile, the wireless competitor owned by Deutsche Telekom. Luiz Carvalho, telecom
analyst at Morgan Stanley in New York City, said, "It is an uncomfortable strategic posiriou
to be in. You are a superbrand globally, but in the US you are nobody." Julian Horn-Smith,
the company's chief operating officer also accepted that Vodafone had problcms in the US
market. He said, "lt is a disadvantage, and it may be an obstacle to creating a global brand.
Many people argue that a global brand isn't global if it's nor in rhe US. Of course we'd like
Verizon to use the Vodafone brand, but we're a minority shareholder, and that's not likely to
change in the future. Is it an ideal situation? No. But we haven'l seen anything better.'!16
Analysts opined that one of the options to make the company's presence stronger was to
seil its stake in Verizon. The company had also put options to sell its stake in Verizon, and
buy another wirelcss operator in the US, Ar&T wireless, the No. 3 player in the uS. The
technology of AT&T Wireless was also compatible with Vodafone- But on the other hand,
no other celh-rlar phone business was as profitable as Verizon in the US. Julian Horn-Sniith
said, "Do we put our brand on a lesser business, or do we stay in a better business? That's
the dilemn.ra. We may have to be content with the brand not being in the U.S. if there is
nothing to increase shareholder value."r7 lndustry analysts predicted that Vodafonc would
sell its stake in Verizon to buy stakes in another American player, over which it could obtain
majority control.
somethingacquisition-wiseinFranceorthellS,butnowtheUslooksalotlesslikelyto
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Source: www.soundpartners.ltd.uk
Vodafone-Mannesmann $183 billion
AOL-TimeWamer $l8l billion
MCIWorldCom-Sprint $ 127 billion
Pfizer-WamerLambert $88 billion
Exxon-Mobil $36billion
Source: "Vodafone seals Mannesmann deal", www.news.bbc.co.uk, February ll'h 2000
Share prices
January 1"t 1gg4=100
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. Vodafone Europe B.V. (holding company, The Netherlands)
. Vodafone Fiji Limited (4g%o,wireless network operator)
' vodafone Group Services Limited (grobar products and services provider)
. Vodafone Holding GmbH (formerly VodafoneAG, holding company,
Germany)
. ArcorAG &Co KG (74%o,flxed-l:rrre operator, Germany)
. Vodafone Holdings Europe S.A. (holding company, Spain)
Source: www.hoovers.com
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Source:Capell'Kerry..Vodafone,sGentMayBeMakingtheWrongCall,,,www.businessweek.com,July