755 shareholders, representing 71.32% of the voting shares, attended the Extraordinary Meeting of Swisscom in Zurich on March 19, 2001. The partnership with Vodafone was the only item on the agenda. The Ordinary Shareholders’ Meeting of Swisscom will be held as planned on 29 May 2001 in Zurich.
Speaking at the Extraordinary Meeting, Markus Rauh, chairman of the Swisscom board of directors, underlined the importance of the partnership to Swisscom: Vodafone is our bridge to the world of global mobile communications. Thanks to the partnership with Vodafone, Swisscom Mobile will gain access to Vodafone’s UMTS products and services as well as overall control of mobile business in the Swiss market. Vodafone Group Plc is the leading GSM mobile network operator, with a strong product portfolio and UMTS licences in major European markets.
Swisscom CEO Jens Alder stated to the press: The partnership will allow Swisscom Mobile to utilise Vodafone know-how as well as current and future products and services of Vodafone in Switzerland. This will provide direct benefits to our customers. These include pan-European roaming for UMTS, access to value added services and participation in the development of new types of UMTS products.
Both Swisscom Mobile and the Vodafone Group companies will profit from the group-wide purchase of UMTS infrastructure and telephones. In future Swisscom Mobile will be able to distribute proprietary products Europe-wide. The partnership will also allow Swisscom Mobile to offer its customers an attractive pan-European roaming tariff.
Vodafone has taken a 25% stake in Swisscom Mobile AG, which will be created at the end of March 2001 from the former Swisscom Mobile Com unit. The purchase price of CHF4.5 billion is based on a corporate value for Swisscom Mobile of CHF18.5 billion and a net debt sum agreed at the time of closing of CHF500 million. Payment can take the form of shares and/or cash. CHF2.2 billion will be payable on conclusion of the transaction and CHF2.3 billion no later than twelve months after conclusion. Swisscom will be entitled to dispose of the shares offered by Vodafone as payment immediately after receipt.
Swisscom will invest the funds primarily in growth segments of its core business, for example, setting up the UMTS network, upgrading the fixed network for broadband services and expanding in the area of eCommerce. Surplus funds will be used to reduce debt. Swisscom will also consider a share buy-back.
