Battle of egos rages on as hostile merger talks reach endgame

As the battle surrounding Vodafone Airtouch's hostile bid for Germany's mobile phone giant Mannesmann enters its final week, …

As the battle surrounding Vodafone Airtouch's hostile bid for Germany's mobile phone giant Mannesmann enters its final week, both Mannesmann's chairman Mr Klaus Esser and Vodafone boss Mr Chris Gent are claiming victory. As he swept through Germany this week in a final bid to persuade Mannesmann shareholders to swap their shares for a stake in a merged company, Mr Gent declared that most shareholders found the logic of a merger irresistable.

"It's like an election. The counting doesn't start until the polling booth is closed. But our advisers have told me that we have a majority. We're ahead with more than 50 per cent," he said.

Mr Esser insisted, however, that many investors would not make up their minds until the last minute and that most would resist the Englishman's blandishments.

"The decision will be taken in the final days. We have very good cards, the positive reaction from shareholders shows that. A poll showed that 80 per cent of private investors see the future in our strategy," he said.

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Ever since Vodafone initiated its bid for Mannesmann on Christmas Eve, it has been clear that this battle is about more than the fate of two big mobile phone companies. It has become a symbolic struggle between two distinct business philosophies. And to add to the drama, because shareholder's will make the final decision, the battle has been accompanied by a resounding clash of egos between Mr Gent and Mr Esser.

Mr Gent, a fanatical cricket enthusiast who left school in his teens to work in a bank, is the quintessential, self-made, English businessman who has done little to conceal his contempt for Mr Esser. The Mannesmann boss is an equally typical product of the German business culture, a well-read lawyer who spent most of his career dealing with tax issues before he took over the top job last May.

Mr Gent, who does not speak German, has been accused of scornfully mimicking Mr Esser's German-accented English and he sneered recently that the Mannesmann chairman probably spent Christmas reading German poetry.

The two sides have attempted to woo shareholders with a succession of full-page advertisements portraying Mannesmann as a new-born baby - Vodafone suggesting that every baby needed a mother while the German company said that a bad mother was worse than none at all. German Chancellor, Mr Gerhard Schroeder, weighed into the debate over the company's future, declaring that hostile bids - which are unknown in Germany - are not welcome.

But the decision that Mannesmann's 140,000 shareholders take next week will be based less on the chancellor's views or on rival theories of child-rearing than on a choice between two distinct visions of the future of mobile telephony. Vodafone's strategy is to create the world's biggest cellphone company by taking on the US market in which the company already has a presence.

Mr Esser wants to develop Mannesmann's strategy of controlling the European market first by integrating mobile and fixed-line networks and dominating mobile access to the Internet.

Fifty large shareholders own 40 per cent of Mannesmann's 500 million shares and one third of the shares are in German hands. A further quarter are held by British investors, 20 per cent are in the US and the rest are scattered across Europe and Asia.

Mr Esser is confident that most German shareholders will vote to reject Vodafone's bid and Mr Gent is equally sure of the support of the company's British shareholders.

This means that the future of the two companies will almost certainly be decided in the US, where opinion among investors appears to be moving towards accepting Vodafone's offer.

This development is a bitter blow to Mr Esser, who has been counting on the support of a powerful ally in the US to swing the deal Mannesmann's way. Mr John Sweeney, president of America's biggest trade union, the AFL-CIO, claimed last year that he indirectly controlled the 13 per cent of Mannesmann shares held by US pension funds.

But Mr Sweeney's support for the German management appears to have backfired and most pension funds insist that they will make up their own minds, based on the interests of their investors.

Mr Guy Wyser-Pratte, a former captain in the US Marine Corps who runs one of the most influential brokerages on Wall Street, promptly declared that any deal Mr Sweeney opposed was likely to have something going for it.

The more cautious Capital Research, on the other hand, looks set to oppose the Vodafone offer, partly on account of possible difficulties a merged company might face in selling off Orange, the British mobile phone company owned by Mannesmann. Vodafone acknowledges that, if the Mannesmann merger succeeds, it will have to sell Orange but some Orange shareholders may resist a sell-off.

Other investors fear that, if the Vodafone bid is successful, Mannesmann's embittered management may refuse to co-operate with their new bosses.

Vodafone would not be able to replace the Mannesmann board until the end of June, creating a risky delay in such a fast-moving business.

Mannesmann received a further blow this week when the French media and utilities conglomerate Vivendi broke off talks about a possible alternative merger with Mannesmann.

But with most Mannesmann shareholders refusing to divulge their intentions, everything is still to play for as the two sides approach their moment of truth on February 7th.

Denis Staunton

Denis Staunton

Denis Staunton is China Correspondent of The Irish Times