Leading South African GSM Company in $5.5 Billion Acquisition of Investcom LLC

Cleary Gottlieb represented South Africa-based MTN, together with Freshfields in London and the South African firm Webber Wentzel Bowens, in its acquisition of Investcom LLC. MTN’s bid of $3.85 for each Investcom share values Investcom’s existing issued share capital at approximately $5.5 billion. An MTN Group share alternative will also be available pursuant to which certain Investcom shareholders will be able to elect to receive part new MTN Group shares and part cash. The offer is subject to regulatory approvals in Investcom’s four largest operating markets. Cleary Gottlieb also advised Citigroup Global Markets Limited, Investcom’s exclusive financial advisor, in its issuance of a fairness opinion in connection with the transaction.

The MTN Group, which is listed on the Johannesburg Stock Exchange, is one of the largest GSM operators in Africa. The company provides cellular, satellite and Internet access service to over 23 million subscribers in African countries and Iran. Investcom is an international provider of mobile telecommunications services that primarily operates in the Middle East and sub-Saharan Africa. In October 2005, Investcom became a public company with a primary listing of its shares on the Dubai International Financial Exchange and a secondary listing of its GDRs on the London Stock Exchange. Cleary Gottlieb represented the underwriters, lead by Citigroup and HSBC, in connection with the IPO.