Verizon’s bid to buy Vodafone’s 45 percent stake...

notice asking for comments on the foreign ownership implications of the transaction. Meanwhile, Verizon this week made a filing at the SEC that says the buildup to the deal, the largest telecom transaction in history, dates to at least June 2011. The SEC filing (http://bit.ly/181Crvp), which provides draft notice of a shareholder meeting on an unspecified date on the $130 billion transaction that was announced Sept. 2, offers previously undisclosed details on the buildup to the deal. On June 2, 2011, Lowell McAdam, then president and now CEO, “provided an update to the Verizon Board of Directors regarding efforts to determine whether a strategic business combination with Vodafone was advisable,” the filing said. Discussions were underway at various times that year and on Nov. 10, 2011, the two companies signed a nondisclosure agreement. In January of this year, McAdam and Verizon General Counsel Randal Milch went to London to talk about a possible deal with Vodafone CEO Vittorio Colao and Chairman Gerard Kleisterlee and put an offer on the table, the filing said. “In response, Messrs. Colao and Kleisterlee indicated their belief that $95 billion represented inadequate consideration for Vodafone’s indirect 45 percent interest in Verizon Wireless.” In June, the same officials met in Amsterdam and discussed a new $120 billion offer. On June 19, the Vodafone board countered, asking for an aggregate $135 billion. Phone calls, letters and meetings continued throughout the rest of the summer before the deal was unveiled on Labor Day in the U.S. The filing lists the various regulatory clearances the companies need among the risk factors for the transaction. “Our domestic operations are subject to regulation by the FCC and other federal, state and local agencies, and our international operations are regulated by various foreign governments and international bodies,” the filing said. “These regulatory regimes frequently restrict our ability to operate in or provide specified products or services in designated areas and require that we maintain licenses for our operations and conduct our operations in accordance with prescribed standards. We are frequently involved in governmental proceedings related to the application of these requirements. It is impossible to predict with any certainty the outcome of pending federal and state regulatory proceedings relating to our operations, or the reviews by federal or state courts of regulatory rulings."