Vodafone Group Public Limited Company · LSE:VOD
Vodafone Group Public — Merger or Acquisition (September 2013)
10 slides from Vodafone Group Public's merger presentation, Sep 3, 2013
Slide 1: Acquisition of Vodafone's 45% Interest in Verizon Wireless
ACQUISITION OF VODAFONE’S 45% INTEREST IN VERIZON WIRELESS September 3, 2013 Filed by Verizon Communications Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vodafone Group Plc Filer’s SEC F
Slide 2: Safe Harbor Statement and Legends
2 “SAFE HARBOR” STATEMENT AND LEGENDS ADVERTISEMENT This communication is deemed an advertisement for the purposes of the U.K. prospectus rules and is not a prospectus or a prospectus equivalent document. Any decision to subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any Ve
Slide 3: Safe Harbor Statement and Legends
3 “SAFE HARBOR” STATEMENT AND LEGENDS NO OFFER OR SOLICITATION This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any offer or sale of securities in any jurisdiction in which such
Slide 4: Transaction is a "natural" strategic benefit
Transaction is a “natural” 4 STRATEGIC BENEFITS Sole ownership drives strategic and financial benefits across entire business Accretive to earnings per share at close of transaction Access to all of wireless cash flows Favorable capital markets environment U.S. wireless marketplace in growth phase N
Slide 5: Balanced mix of cash and stock
Balanced mix of cash and stock 5 KEY TRANSACTION TERMS Aggregate value of $130 billion, primarily in cash and stock Consideration structure – $58.9 billion of cash – $60.2 billion of common stock issued directly to Vodafone shareholders – $5.0 billion of notes with Vodafone – Sale of minority stake
Slide 6: Self-funding transaction
Self-funding transaction 6 FINANCING STRATEGY Strong balance sheet and financial flexibility today Capacity to execute necessary debt financing Incremental free cash flow more than covers funding costs Maintaining solid investment grade credit ratings Continue to invest in our networks and spectrum
Slide 7: Capacity to support debt financing needs
Capacity to support debt financing needs 7 FINANCING STRATEGY Fully executed bridge facility in place Intend to reduce majority of bridge facility with permanent financing prior to closing Anticipate steadily de-levering and returning to pre-transaction ratings Track record of delivering on financia
Slide 8: Expect transaction to close in 1Q 2014
Expect transaction to close in 1Q 2014 8 ROADMAP TO COMPLETION Access global capital markets Reduce bridge financing as quickly as possible Receive regulatory approvals Receive shareholder approvals Issue new shares and close transaction
Slide 9: Value-creating transaction
Value-creating transaction 9 ONE VERIZON AND FUTURE GROWTH Full ownership of wireless enables advancement of One Verizon Unique asset portfolio drives continued growth and value Powerful growth opportunities with mobile Ability to develop more integrated and valuable services for customers
Slide 10: Verizon
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