Mannesmann Flexes Its Muscle

Trying hard to regain the momentum against Vodafone's hostile takeover bid, the German telecom will show off its growth prospects to shareholders on Friday.

FRANKFURT -- Mannesmann will seek to win back the momentum in a bitter battle for independence Friday when the German group publishes its official defense document to a record hostile takeover bid by Vodafone AirTouch Plc.

Mannesmann AG, which is fending off an all-share bid valued at around 135 billion euros (US$139 billion), is expected to flesh out its robust growth prospects in the booming mobile data and Internet market.

Chief Executive Klaus Esser has said he plans to pull no rabbit from a hat in a takeover battle that has already flushed out new financial forecasts, and analysts are not expecting the Duesseldorf-based group's document to set the market alight.

"They will put together what they've been saying but I don't expect too much more than what we've heard in the last few weeks," said Bankgesellschaft Berlin analyst Ralf Hallmann.

Christoph Vogt, an analyst at MM Warburg in Hamburg, said Mannesmann might announce plans to list a stake in its Internet business, a route already taken by Spain's Telefonica, to ride a wave of stock market enthusiasm for Internet stocks.

Esser, who is hosting a news conference in Duesseldorf at 1100 GMT, is taking the podium three days after Vodafone unveiled a string of high-profile allies to launch a global platform and branded portal for mobile data and the Internet.

Vodafone said it planned to spend around $150 million to deploy and develop its Internet platform across 24 countries over the next year or so, providing services from messaging to desktop applications, information services and e-commerce on mobile phones and handheld computers.

But Mannesmann's camp, which says the company should be valued at closer to 350 euros per share rather than the 242 euros Vodafone's bid is currently valued at, argued that its predator had concentrated largely on technology it already had.

With the bid due to close on February 7, the battle to win over shareholders has begun in earnest.

Vodafone, the world's largest mobile phone company, received an extra boost on Wednesday when influential US-based shareholder advisory firm Institutional Shareholder Services (ISS) recommended that investors back the takeover attempt.

ISS said the takeover would provide Vodafone with "a truly global footprint in a cut-throat industry." Its report came a week after Lehman Brothers told investors to accept the offer.

Few observers underestimate the difficulties of launching a takeover in Germany, which has yet to see a hostile bid by a foreigner succeed.

But in a move that could help Vodafone's chances, German Economics Minister Werner Mueller said hostile takeovers must be judged according to the same criteria as friendly mergers -- and could only be blocked by governments on competition grounds.

Bankgesellschaft's Hallmann said he wanted to see a more detailed breakdown of the 1.2 billion euros Mannesmann has said its $32 billion purchase of British mobile phone group Orange Plc will add to annual pre-tax profits from 2003.

Incremental revenues from Orange would amount to 1.0 billion euros and operating cost and capital expenditure savings 200 million. Mannesmann argues that this profit stream would be lost if shareholders back Vodafone, which will be forced by regulators to demerge Orange.

Meanwhile Vodafone expects synergies of about 500 million pounds on a proportionate after tax cash flow basis in 2003 and 600 million pounds in 2004 -- if it succeeds in its bid.

Esser has said he would continue to eye purchases this year, but has repeatedly denied he would seek a "white knight" to help fend off the hostile bid. But speculation is mounting that Mannesmann might attempt an 11th hour spoiler move with an acquisition that could thwart Vodafone.

French daily Le Figaro reported this week that Mannesmann was interested in taking a 9 percent stake in Vivendi's Canal Plus cable television unit.

Mannesmann dismissed the report as speculation while French conglomerate Vivendi declined comment.

Press reports have also said Mannesmann might be considering raising its 15 percent stake in Cegetel or taking control of the French telecoms joint venture.

Analysts said Esser might also drive home arguments that Vodafone could run into legal difficulties if it tries to take control without winning a 75 percent stake in the tender offer.

While Mannesmann's camp has argued that in such a case, Vodafone might need to buy out minority shareholders, Vodafone insists it only needs 50.1 percent to wield control.