Vodafone Group Public Limited Company · LSE:VOD
Vodafone Group Public — Merger or Acquisition (October 2013)
17 slides from Vodafone Group Public's merger presentation, Oct 31, 2013
Slide 1: Verizon's Acquisition of the 45% Interest in Verizon Wireless held by Vodafone
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 File No.: 001-08606 Date: October 31, 2013 Verizon’s Acquisition of the 45% In
Slide 2: "Safe Harbor" Statement and Legends
“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 Veri
Slide 3: "Safe Harbor" Statement and Legends
“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 of
Slide 4: Verizon Communications Inc.
Verizon Communications Inc. Leading global telecommunications provider • 178,300 employees • Provides products and services in over 150 countries Operate in 2 segments • Data/voice throughout US Wireless • Connectivity solutions, including M2M applications in healthcare, fleet mgmt, telematics Wirel
Slide 5: Verizon Communications Inc. (cont'd)
Verizon Communications Inc. (cont’d) ($s in billions) Financial results for 9 months ended September 30 Revenue $89.5 Net Income $15.6 Adjusted EBITDA(1) $31.8 Net Debt/Adjusted EBITDA (1) 1.1x Operating revenues for 3 months ended September 30 Revenue Y/Y Change % of Total (2) Wireless Segment $20.
Slide 6: Verizon Wireless
Verizon Wireless Operations Ownership and Management Employees 71,900 2012 Revenues $75.9 billion Ownership VZW operated retail >1,900 outlets Verizon 55% Vodafone 45% Leading wireless operator in U.S. measured by (#s for 3Q13) Management • EBITDA service margin (51.1%) Managed by 7- person board •
Slide 7: Verizon Wireless (cont'd)
Verizon Wireless (cont’d) Leading wireless provider, consistently balancing growth and profitability over time 7
Slide 8: Macro Trends Driving Wireless Industry
Macro Trends Driving Wireless Industry Industry move to 4G LTE • Faster speeds, higher throughput – capable of high quality video transmission • Reduced latency • Very efficient to operate Video • Dramatic increase in video consumption on all devices • Video applications and usage forecast to contin
Slide 9: Macro Trends Driving Telecom Industry
Macro Trends Driving Telecom Industry Mobile Cloud Becoming the primary interaction Cloud provides elastic resources form and information distribution at scale to allow the other three point drivers to evolve Real-time Social and Work Enables Delivery of Information Connection Telecom Enables and Li
Slide 10: Industry Trends – the Role of Technology
Industry Trends – the Role of Technology TECHNOLOGY EVOLUTION ALLOWS CONVERGED SOLUTIONS Verizon has made significant investments to take advantage of technological trends – network speed and capacity are critical to addressing growth in video content Wireless: First to 4G LTE 4G LTE allows streamin
Slide 11: Verizon's Strategy
Verizon’s Strategy Optimize Network Capability and Performance • 4G LTE, FiOS, 100 Gbps global network Provide Connectivity, Service Platforms and Converged Solutions • M2M – Hughes Telematics • Cloud – Terremark, Cybertrust, Cloudswitch • Video – VDMS Digital Media Services Internet Services Platfo
Slide 12: Transaction with Vodafone
Transaction with Vodafone Good for Verizon and its shareholders • Accretive to EPS and cash flow • Provides springboard for more converged solutions • Gain 100% ownership of fastest growing business • Increased operational efficiency • Existing control of Verizon Wireless reduces certain transaction
Slide 13: Transaction with Vodafone (cont'd)
Transaction with Vodafone (cont’d) Acquisition of U.S. Holding Company after Reorganization • Reorganization to separate non-U.S. assets from U.S. assets • Verizon only acquires what it has expressly agreed to acquire 13
Slide 14: Transaction with Vodafone (cont'd)
Transaction with Vodafone (cont’d) *All numbers approximate 14
Slide 15: Transaction with Vodafone (cont'd)
Transaction with Vodafone (cont’d) • Financing – all permanent financing arranged • $49 billion raised in notes offering during September • $12 billion term loan executed October 1 • Approvals • Verizon shareholder approval of stock issuance • Vodafone shareholder approval of sale • FCC approval, if
Slide 16: Indicative Timeline of Key Events
Indicative Timeline of Key Events Event Indicative Timing* Permanent financing arranged Sept – Oct 2013 Preliminary Prospectuses and Proxy Statement filed October 2013 Vodafone reorganization Ongoing Respond to comments on filings Nov 2013 Verizon proxy statement, US prospectus and UK prospectus dis
Slide 17: Conclusion
Conclusion • Verizon is evolving its business as the telecommunications landscape changes • Changing landscape puts a premium on mobile capabilities and innovative converged solutions • Acquiring remaining 45% of the leading U.S. wireless company • Transaction is in the interests of Verizon’s shareh
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