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Verizon Holders Approve Issuance of Shares to Buy Verizon Wireless

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At a special meeting held today, a substantial majority of shareholders of Verizon Communications Inc. (NYSE: VZ) approved the company's issuance of up to 1.28 billion shares of common stock to Vodafone shareholders to complete the acquisition of Vodafone Group PLC's indirect 45 percent interest in Verizon Wireless.

Earlier today at a shareholder meeting in London, Vodafone shareholders also approved matters necessary for the transaction to close.

Lowell McAdam, Verizon chairman and CEO, said: "Acquiring Vodafone's stake in Verizon Wireless will provide Verizon with greater financial flexibility to invest in new technologies and address evolving customer demands. This is critical because we believe that, when it comes to wireless growth, we are just getting started."

At today's special shareholder meeting, Verizon shareholders also approved an amendment to the company's charter to increase by 2 billion the number of shares of Verizon common stock the company is authorized to issue. The approval of this charter amendment was not a condition to the completion of the Verizon Wireless transaction, but will allow for additional authorized common stock to support the company's growth and provide flexibility for future corporate needs.

Under the terms of the stock purchase agreement and as a result of the shareholder vote, Verizon will not exercise an election to increase the cash consideration by up to $15 billion.

The acquisition of Vodafone's indirect 45 percent interest in Verizon Wireless remains subject to approval of the High Court of Justice of England and Wales and other customary closing conditions. On Dec. 4, 2013, Verizon received the approvals needed from the Federal Communications Commission for the acquisition. The transaction is currently expected to close on or about Feb. 21, 2014.

Vote tallies are considered preliminary until the final results are tabulated and certified by independent election inspectors. The final special meeting results will be posted on Verizon's website at

Posted-In: News M&A


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