 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 File No.: 001-08606
Date: September 3, 2013 |
 “SAFE HARBOR”
STATEMENT AND LEGENDS
2
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 Verizon Communications Inc. shares must
be made only on the basis of the information contained in and incorporated by reference into the
prospectus expected to be published by Verizon in connection with the proposed
transaction. Copies of the prospectus will be available from Verizon’s registered offices and on Verizon’s website
at www.verizon.com/investor.
FORWARD-LOOKING STATEMENTS This communication
contains statements about expected future events that are forward-looking and subject to risks and uncertainties. Forward-
looking statements also include those preceded or followed by the words “anticipates,”
“believes,” “estimates,” “hopes” or similar expressions. For
those statements, we claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. The following
important factors could affect future results and could cause those results to differ materially from those expressed in
the forward-looking statements: failure to obtain applicable regulatory or shareholder
approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the
proposed transaction or events giving rise to termination the transaction agreement; adverse conditions in the U.S.
and international economies; competition in our markets; material changes in available technology or
technology substitution; disruption of our key suppliers’ provisioning of products or
services; changes in the regulatory environments in which we operate, including any increase in restrictions
on our ability to operate our networks; breaches of network or information technology security,
natural disasters, terrorist attacks or significant litigation and any resulting financial
impact not covered by insurance; significantly increased levels of indebtedness as a result of the proposed
transaction; an adverse change in the ratings afforded our debt securities by nationally accredited
ratings organizations or adverse conditions in the credit markets affecting the cost, including
interest rates, and/or availability of financing; changes in our accounting assumptions that
regulatory agencies, including the SEC, may require or that result from changes in the accounting
rules or their application, which could affect earnings; material adverse changes in labor
matters, including labor negotiations, and any resulting financial and/or operational impact; significant
increases in benefit plan costs or lower investment returns on plan assets; and the inability to
implement our business strategies. The foregoing list of factors is not exhaustive and there can
be no assurance that the proposed transaction will in fact be consummated. You should carefully
consider the foregoing factors and the other risks and uncertainties that affect the parties’
businesses, including those described in Verizon’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the
Securities and Exchange Commission (the “SEC”) and those described in Vodafone Group
Plc’s Annual Reports, Reports of Foreign Private Issuer and other documents filed from
time to time with the SEC. Except as required under applicable law, the parties do not assume any
obligation to update these forward-looking statements. |
 “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
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant
to an exemption from the registration requirements thereof. IMPORTANT
ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC Verizon
will
file
with
the
SEC
a
registration
statement
on
Form
S-4
containing
a
prospectus
with
respect
to
the
Verizon
securities
to
be
offered
in
the
proposed
transaction
(the
“prospectus”)
and
a
proxy
statement
(the
“proxy
statement”)
with
respect
to
the
special
meeting
of
the
Verizon
shareholders
in
connection
with
the
proposed
transaction.
VODAFONE
SHAREHOLDERS
ARE
URGED
TO
READ
CAREFULLY
THE
PROSPECTUS
AND
VERIZON
SHAREHOLDERS
ARE
URGED
TO
READ
CAREFULLY
THE
PROXY
STATEMENT,
EACH
TOGETHER
WITH
OTHER
RELEVANT
DOCUMENTS
TO
BE
FILED
WITH
THE
SEC,
IN
THEIR
ENTIRETY
WHEN
THEY
BECOME
AVAILABLE
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION
ABOUT
THE
PROPOSED
TRANSACTION
AND
RELATED
MATTERS.
Investors
and
shareholders
will
be
able
to
obtain
free
copies
of
the
prospectus,
the
proxy
statement
and
other
documents
filed
with
the
SEC
by
the
parties
through
the
website
maintained
by
the
SEC
at
www.sec.gov.
In
addition,
investors
and
shareholders
will
be
able
to
obtain
free
copies
of
the
prospectus,
the
proxy
statement
and
other
documents
filed
with
the
SEC
by
Verizon
by
contacting
Verizon’s
Assistant
Corporate
Secretary,
Verizon
Communications
Inc.,
140
West
Street,
29
Floor,
New
York,
New
York
10007.
These
materials
are
also
available
on
Verizon’s
website,
at
www.verizon.com/investor.
PARTICIPANTS IN THE SOLICITATION
Verizon, Vodafone and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of Verizon in respect of the proposed transactions contemplated by
proxy statement. Information regarding the persons who are, under the
rules of the SEC, participants in the solicitation of the shareholders of Verizon in connection with the proposed transactions, including a
description of their direct or indirect interests, by security holdings or
otherwise, will be set forth in the proxy statement when it is filed with the SEC.
Information regarding Verizon’s directors and executive officers is contained
in Verizon’s Annual Report on Form 10-K for the year ended December
31, 2012 and its Proxy Statement on Schedule 14A, dated March 18, 2013, which are
filed with the SEC. Information regarding Vodafone’s directors
and executive officers is contained in Vodafone’s Annual Report on Form
20-F for the year ended December 31, 2012, which is filed with the SEC.
3
As required by SEC rules, Verizon has provided a reconciliation of the non-GAAP
financial measures included in this presentation to the most directly
comparable
GAAP
measures
in
materials
on
our
website
at
www.verizon.com/investor.
th |
 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
•
No integration risk
Transaction is a “natural”
4 |
 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 in Omnitel to Vodafone for $3.5 billion
–
Other net consideration of $2.5 billion
Balanced mix of cash and stock
5 |
 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
•
Dividend policy extremely important to delivering returns
Self-funding transaction
6 |
 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 financial commitments after significant
transactions
Capacity to support debt financing needs
7 |
 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
Expect transaction to close in 1Q 2014
8 |
 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
Value-creating transaction
9 |
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