<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
AMENDMENT NO. 3
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
(Name of Subject Company)
OLIVETTI S.P.A.
MANNESMANN AG
KENSINGTON ACQUISITION SUB, INC.
(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class)
150918 10 0
(CUSIP Number of Class of Securities)
------------------------
DR. KURT J. KINZIUS
MANNESMANN AG
MANNESMANNUFER 2
40213 DUSSELDORF
GERMANY
TELEPHONE: 49-211-820-2400
and
MARCO DE BENEDETTI
OLIVETTI S.P.A.
VIA LORENTEGGIO 257
20152 MILAN
ITALY
TELEPHONE: 39-2-4836-6701
WITH A COPY TO:
NEIL NOVIKOFF, ESQ.
WILLKIE FARR & GALLAGHER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019-6099
TELEPHONE: (212) 728-8000
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<PAGE>
Olivetti S.p.A., a limited liability company organized under the laws of
Italy ("Olivetti"), Mannesmann AG, a limited liability company organized under
the laws of Germany ("Mannesmann"), and Kensington Acquisition Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Olivetti and Mannesmann
("Purchaser"), hereby amend and supplement their Statement on Schedule 14D-1
filed with the Securities and Exchange Commission (the "Commission") on December
17, 1998 ("Schedule 14D-1"), as amended by Amendment Nos. 1 and 2, with respect
to the Purchaser's offer to purchase all of the outstanding shares of common
stock, par value $0.01 per share (the "Common Stock"), including the associated
preferred stock purchase rights issued pursuant to the Rights Agreement (the
"Rights" and, together with the Common Stock, "Shares"), of Cellular
Communications International, Inc., a Delaware corporation (the "Company"), upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
December 17, 1998 (the "Offer to Purchase"), as amended by the Supplement
thereto dated January 19, 1999 (the "Supplement") and the related revised Letter
of Transmittal (which, as amended or supplemented from time to time,
collectively constitute the "Offer").
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
The information set forth in Item 1(b) is hereby amended and supplemented by
the following:
The Purchaser has amended and supplemented the Offer to Purchase pursuant to
the Supplement, a copy of which is attached hereto as Exhibit (a)(10). The
information set forth in the Introduction and Section 1 is incorporated herein
by reference.
On January 19, 1999, Olivetti and Mannesmann issued a press release
announcing that Purchaser has increased the price per Share to be paid pursuant
to the Offer to $80.00 per Share, net to the seller in cash, without interest
thereon. A copy of the press release is attached hereto as Exhibit (g)(3) and
incorporated herein by reference. Upon the terms and subject to the conditions
of the Offer (including, if the Offer is further extended or amended, the terms
and conditions of any such extension or amendment), all stockholders whose
Shares are validly tendered and not withdrawn in accordance with the procedures
set forth in Section 4 of the Offer to Purchase on or prior to the Expiration
Date (as hereinafter defined) will receive the increased price. The terms
"Expiration Date" means 12:00 midnight, New York City time, on Monday, February
1, 1999, unless and until Purchaser, in accordance with the terms of the Merger
Agreement, shall have extended the period of time during which the Offer is
open, in which event the term "Expiration Date" shall mean the time and date at
which the Offer, as so extended by Purchaser, shall expire.
Stockholders who have previously validly tendered and not withdrawn their
Shares pursuant to the Offer are not required to take any further action in
order to receive, upon the terms and subject to the conditions of the Offer, the
increased price of $80.00 per share with respect to all Shares purchased
pursuant to the Offer.
The information set forth in Item 1(c) is hereby amended and supplemented by
the following:
The information set forth in Section 3 "Price Range of the Shares;
Dividends" of the Supplement is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) is hereby amended and supplemented
by the following:
The information set forth in the Supplement and the revised Letter of
Transmittal, copies of which are attached hereto as Exhibit (a)(10) and (a)(11),
is incorporated herein by reference.
2
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Supplement to the Offer to Purchase dated January 19, 1999.
(a)(11) Revised Letter of Transmittal.
(a)(12) Revised Notice of Guaranteed Delivery.
(a)(13) Revised Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(14) Revised Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(15) Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
(g)(3) Press Release of Olivetti and Mannesmann, dated January 19, 1999.
(g)(4) Press Release of Cellular Communications International, Inc., dated
January 19, 1999.
3
<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: January 19, 1999
<TABLE>
<S> <C> <C>
KENSINGTON ACQUISITION SUB, INC.
By: /s/ MARCO DE BENEDETTI
-----------------------------------------
Name: Marco De Benedetti
Title: Co-President and Co-Secretary
By: /s/ DR. KURT J. KINZIUS
-----------------------------------------
Name: Dr. Kurt J. Kinzius
Title: Co-President and Co-Secretary
OLIVETTI S.P.A.
By: /s/ ROBERTO COLANINNO
-----------------------------------------
Name: Roberto Colaninno
Title: Chief Executive Officer
MANNESMANN AG
By: /s/ DR. GOETZ MUELLER
-----------------------------------------
Name: Dr. Goetz Mueller
Title: Executive Vice-President
By: /s/ DR. JOACHIM PETERS
-----------------------------------------
Name: Dr. Joachim Peters
Title: Counsel
</TABLE>
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
- --------------
<C> <S>
(a)(10) Supplement to the Offer to Purchase dated January 19, 1999.
(a)(11) Revised Letter of Transmittal.
(a)(12) Revised Notice of Guaranteed Delivery.
(a)(13) Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(14) Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(15) Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(g)(3) Press Release of Olivetti and Mannesmann, dated January 19, 1999.
(g)(4) Press Release of Cellular Communications International, Inc., dated January 19, 1999.
</TABLE>
5
<PAGE>
SUPPLEMENT TO THE OFFER TO PURCHASE DATED DECEMBER 17, 1998
KENSINGTON ACQUISITION SUB, INC.
A WHOLLY OWNED SUBSIDIARY OF
OLIVETTI S.P.A. AND MANNESMANN AG
HAS AMENDED ITS OFFER TO PURCHASE TO INCREASE THE PRICE FOR
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
TO
$80.00 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, FEBRUARY 1, 1999, UNLESS THE
OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES WHICH REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF SHARES
OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE SHARES ARE ACCEPTED FOR
PAYMENT. THE OFFER ALSO IS SUBJECT TO THE OTHER CONDITIONS SET FORTH IN SECTION
14 OF THE OFFER TO PURCHASE.
------------------------
IMPORTANT
Except as otherwise set forth in this Supplement, Purchaser's Offer
continues to be governed by the terms and conditions set forth in its Offer to
Purchase dated December 17, 1998 and the original BLUE Letter of Transmittal,
and the information contained therein continues to be important to each
stockholder's decision with respect to the Offer. Accordingly, this Supplement
should be read carefully in conjunction with such documents, which have been
previously mailed to stockholders.
Any stockholder desiring to tender all or any portion of such stockholder's
Shares (as defined herein) should either (i) complete and sign the original BLUE
or the revised GREEN Letter of Transmittal (or a facsimile thereof) in
accordance with the Instructions in the revised GREEN Letter of Transmittal,
have such stockholder's signature thereon guaranteed (if required by Instruction
1 to either Letter of Transmittal), mail or deliver the Letter of Transmittal
(or a facsimile thereof) and any other required documents to the Depositary (as
defined herein) and either deliver the certificates for such Shares to the
Depositary or tender such Shares pursuant to the procedure for book-entry
transfer set forth in Section 3 of the Offer to Purchase or (ii) request such
stockholder's broker, dealer, commercial bank, trust company or other nominee to
effect the transaction for such stockholder. Any stockholder whose Shares are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee to tender such Shares.
Any stockholder who desires to tender Shares and whose certificates
evidencing such Shares are not immediately available, or who cannot comply with
the procedures for book-entry transfer on a timely basis, or who cannot deliver
all required documents to the Depositary prior to the expiration of the Offer,
may tender such Shares by following the procedures for guaranteed delivery set
forth in Section 3 of the Offer to Purchase.
Questions and requests for assistance may be directed to the Information
Agent (as defined herein) at its address and telephone number set forth on the
back cover of this Supplement. Requests for additional copies of this
Supplement, the Offer to Purchase, the revised GREEN Letter of Transmittal and
other tender offer materials may be directed to the Information Agent or
brokers, dealers, commercial banks or trust companies.
------------------------
THE DEALER MANAGERS FOR THE OFFER ARE:
GOLDMAN, SACHS & CO. LEHMAN BROTHERS
January 19, 1999
<PAGE>
TO THE HOLDERS OF COMMON STOCK OF
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.:
The following information amends and supplements the Offer to Purchase dated
December 17, 1998, as amended (the "Offer to Purchase") of Kensington
Acquisition Sub, Inc., a Delaware corporation ("Purchaser") and a wholly-owned
subsidiary of Olivetti S.p.A., a limited liability company organized under the
laws of Italy ("Olivetti"), and Mannesmann AG, a limited liability company
organized under the laws of Germany ("Mannesmann"). Purchaser is now offering to
purchase all outstanding shares of common stock, par value $0.01 per share (the
"Common Stock"), including the associated preferred stock purchase rights (the
"Rights" and, together with the Common Stock, "Shares"), of Cellular
Communications International, Inc., a Delaware corporation (the "Company"), at a
price of $80.00 per Share, net to the seller in cash, without interest thereon
(the "Offer Price"), upon the terms and subject to the conditions set forth in
the Offer to Purchase, as amended and supplemented by this Supplement, and in
the related Letters of Transmittal (which, as amended or supplemented from time
to time, collectively constitute the "Offer").
Except as otherwise set forth in this Supplement, the terms and conditions
previously set forth in the Offer to Purchase remain applicable in all respects
to the Offer, and this Supplement should be read in conjunction with the Offer
to Purchase. Unless the context requires otherwise, capitalized terms used
herein but not otherwise defined herein shall have the meanings ascribed to them
in the Offer to Purchase.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES WHICH REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF SHARES
OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE THE SHARES ARE ACCEPTED FOR
PAYMENT (THE "MINIMUM CONDITION"). THE OFFER ALSO IS SUBJECT TO THE OTHER
CONDITIONS SET FORTH IN SECTION 14 OF THE OFFER TO PURCHASE. As used in this
Supplement, "fully diluted basis" takes into account the exercise or conversion
of all outstanding options, warrants and other rights and securities exercisable
into Shares. The Company has represented and warranted to Purchaser that, as of
November 30, 1998, there were 16,715,306 Shares issued and outstanding,
2,274,140 Shares were issuable pursuant to the exercise of options ("Options"),
651,091 Shares were issuable pursuant to the exercise of warrants ("Warrants")
and 2,159,129 Shares were issuable pursuant to the exercise of conversion rights
in respect of the Company's 6% Convertible Subordinated Notes due 2005
("Convertible Notes"). The Merger Agreement provides, among other things, that
the Company will not, without the prior written consent of Purchaser, issue any
additional Shares (except upon the exercise of outstanding Options). Based on
the foregoing and assuming the issuance of 5,084,360 Shares issuable upon the
exercise of outstanding Options, Warrants and Convertible Notes, Purchaser
believes that the Minimum Condition will be satisfied if 10,899,834 Shares are
validly tendered and not withdrawn prior to the Expiration Date.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of December 11, 1998 (the "Merger Agreement"), by and between Purchaser and
the Company. Pursuant to the Merger Agreement and the Delaware General
Corporation Law, as amended (the "DGCL"), no later than the third day after the
completion of the Offer and satisfaction or waiver, if permissible, of all
conditions, including the purchase of Shares pursuant to the Offer (sometimes
referred to herein as the "consummation" of the Offer) and the approval and
adoption of the Merger Agreement by the stockholders of the Company (if required
by applicable law), Purchaser shall be merged with and into the Company (the
"Merger") and the Company will be the surviving corporation in the Merger (the
"Surviving Corporation"). At the effective time of the Merger (the "Effective
Time"), each Share then outstanding, other than Shares held by (i) the Company
or any of its subsidiaries, (ii) Purchaser or any of its subsidiaries and (iii)
stockholders who properly perfect their dissenters' rights under the DGCL, will
be converted into the right to receive $80.00 in cash or any higher price per
Share paid in the Offer, without interest. The Merger Agreement is more fully
described in Section 11 of the Offer to Purchase.
Stockholders should follow the procedures for tendering Shares set forth in
Section 3 of the Offer to Purchase and Section 2 of this Supplement. Tendering
stockholders may use either the original BLUE
<PAGE>
Letter of Transmittal and the original PINK Notice of Guaranteed Delivery
accompanying the Offer to Purchase or the revised GREEN Letter of Transmittal
and the revised GOLD Notice of Guaranteed Delivery accompanying this Supplement.
While the original BLUE Letter of Transmittal refers to the Offer to Purchase,
stockholders using such document to tender their Shares will nevertheless
receive $80.00 for each Share validly tendered and not withdrawn and accepted
for payment pursuant to the Offer, upon the terms and subject to the conditions
of the Offer. Stockholders who have previously validly tendered and not
withdrawn their Shares pursuant to the Offer are not required to take any
further action in order to receive upon the terms and subject to the conditions
of the Offer, the increased price of $80.00 per Share with respect to all Shares
purchased pursuant to the Offer. See Section 3 of the Offer to Purchase and
Section 2 of this Supplement.
THIS SUPPLEMENT, THE OFFER TO PURCHASE AND THE RELATED LETTERS OF
TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
THE OFFER
1. AMENDED TERMS OF THE OFFER. Section 1 of the Offer to Purchase is
amended and supplemented by Section 1 of this Supplement.
Purchaser has increased the price per Share to be paid pursuant to the Offer
from $65.75 per Share to $80.00 per Share, net to the seller in cash without
interest thereon. Upon the terms and subject to the conditions of the Offer
(including, if the Offer is further extended or amended, the terms and
conditions of any such extension or amendment), all stockholders whose Shares
are validly tendered and not withdrawn (including Shares tendered prior to the
date of this Supplement) in accordance with the procedures set forth in Section
3 of the Offer to Purchase and Section 2 of this Supplement on or prior to the
Expiration Date (as defined below) will receive the increased price. The term
"Expiration Date" means 12:00 midnight, New York City time, on Monday, February
1, 1999, unless and until Purchaser, in accordance with the terms of the Merger
Agreement, shall have extended the period of time during which the Offer is
open, in which event the term "Expiration Date" shall mean the time and date at
which the Offer, as so extended by Purchaser, shall expire.
This Supplement, the revised GREEN Letter of Transmittal and other relevant
materials will be mailed by the Company to record holders of Shares whose names
appear on the Company's stockholder lists and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees appear on the stockholder's list who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Shares.
2. PROCEDURES FOR TENDERING SHARES. Section 3 of the Offer to Purchase is
amended and supplemented by Section 2 of this Supplement.
TENDERING STOCKHOLDERS MAY USE THE ORIGINAL BLUE LETTER OF TRANSMITTAL AND
PINK NOTICE OF GUARANTEED DELIVERY THAT WERE PROVIDED WITH THE OFFER TO
PURCHASE. Although the BLUE Letter of Transmittal indicates that the offer will
expire at 12:00 midnight, New York City time, on January 15, 1999, stockholders
will be able to tender (or withdraw) their Shares pursuant to the Offer until
12:00 midnight, New York City time, Monday, February 1, 1999 (or such later time
and date to which the Offer is extended). TENDERING STOCKHOLDERS ALSO MAY USE
THE REVISED GREEN LETTER OF TRANSMITTAL AND GOLD NOTICE OF GUARANTEED DELIVERY
PROVIDED WITH THIS SUPPLEMENT.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY,
IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY
2
<PAGE>
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
3. PRICE RANGE OF THE SHARES; DIVIDENDS. Section 6 of the Offer to
Purchase is amended and supplemented by Section 3 of this Supplement.
The Shares are traded on the Nasdaq National Market under the symbol "CCIL."
According to publicly available information, the Company has not declared or
paid any cash dividends since the date of the Offer to Purchase. The reported
high and low closing sales prices per Share for the fourth quarter of the fiscal
year ended December 31, 1998 were $68 and $44.375, respectively. The reported
high and low closing sales prices per Share for the first quarter of the fiscal
year ending December 31, 1999, through January 15, 1999, were $70.125 and
$65.75, respectively.
On January 15, 1999, the last full trading day prior to the public
announcement of Purchaser's intention to increase the Offer price, the closing
price for the Shares, as reported on the Nasdaq National Market, was $67 per
Share. On December 10, 1998, the last full trading day prior to the public
announcement of the execution of the Merger Agreement by the Company, Olivetti
and Mannesmann, the closing price for the Shares, as reported on the Nasdaq
National Market, was $62 per Share. The Offer represents an approximate 29%
premium over the reported closing sale price on December 10, 1998. Stockholders
are urged to obtain a current market quotation for the Shares.
4. MISCELLANEOUS. Purchaser, Olivetti and Mannesmann have filed with the
Commission an amendment to the Schedule 14D-1 pursuant to Rule 14d-3 under the
Securities Exchange Act of 1934, as amended, together with exhibits, furnishing
certain additional information with respect to the Offer. Such Schedules and any
amendments thereto, including exhibits, should be available for inspection and
copies should be obtainable in the same manner set forth in Section 9 of the
Offer to Purchase (except that such material will not be available at the
regional offices of the Securities and Exchange Commission).
KENSINGTON ACQUISITION SUB, INC.
JANUARY 19, 1999
3
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for Shares
and any other required documents should be sent or delivered by each stockholder
of the Company or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary, at the applicable address set forth below:
THE DEPOSITARY FOR THE OFFER IS:
IBJ WHITEHALL BANK & TRUST COMPANY
Telephone Number:
(212) 858-2103
BY MAIL:
P.O. Box 84 BY HAND OR OVERNIGHT
Bowling Green Station BY FACSIMILE: DELIVERY:
New York, New York (212) 858-2611 One State Street
10274-0084 Attn: Reorganization New York, New York 10004
Attn: Reorganization Operations Attn: Reorganization
Operations Department Operations
Department Department
Confirm Facsimile by Telephone: (212) 858-2103
Any questions or requests for assistance or additional copies of this
Supplement, the Offer to Purchase, the revised GREEN Letter of Transmittal and
the other tender offer materials may be directed to the Information Agent at the
address and telephone number set forth below. Stockholders may also contact
their broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[MACKENZIE PARTNERS, INC. LOGO]
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
(212) 929-5500 (CALL COLLECT)
OR
CALL TOLL-FREE: (800) 322-2885
------------------------
THE DEALER MANAGERS FOR THE OFFER ARE:
GOLDMAN, SACHS & CO. LEHMAN BROTHERS
85 BROAD STREET 3 WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10285
CALL TOLL-FREE (800) 323-5678 CALL COLLECT (212) 526-2619
<PAGE>
STOCKHOLDERS WISHING TO TENDER THEIR SHARES MAY USE EITHER THIS LETTER OF
TRANSMITTAL OR THE BLUE LETTER OF TRANSMITTAL THAT WAS PROVIDED WITH THE OFFER
TO PURCHASE. STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED (AND NOT
WITHDRAWN) SHARES USING THE BLUE LETTER OF TRANSMITTAL NEED NOT TAKE ANY FURTHER
ACTION IN ORDER TO TENDER SUCH SHARES.
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
AT
$80 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE
DATED DECEMBER 17, 1998
AND THE SUPPLEMENT THERETO
DATED JANUARY 19, 1999
OF
KENSINGTON ACQUISITION SUB, INC.
A WHOLLY-OWNED SUBSIDIARY
OF
OLIVETTI S.P.A.
AND
MANNESMANN AG
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, FEBRUARY 1, 1999,
UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
IBJ SCHRODER BANK & TRUST COMPANY
TELEPHONE NUMBER: (212) 858-2103
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE: BY HAND OR OVERNIGHT DELIVERY:
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization Operations New York, New York 10004
New York, New York 10274-0084 Department Attn: Reorganization Operations
Attn: Reorganization Operations Department
Department
</TABLE>
(For Eligible Institutions Only)
Confirm Facsimile by Telephone: (212) 858-2103
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE>
This revised GREEN Letter of Transmittal or the previously circulated BLUE
Letter of Transmittal is to be used by stockholders of Cellular Communications
International, Inc. if certificates for Shares (as such term is defined below)
are to be forwarded herewith or, unless an Agent's Message (as defined in
Instruction 2 below) is utilized, if delivery of Shares is to be made by
book-entry transfer to an account maintained by the Depositary at the Book-Entry
Transfer Facility (as defined in and pursuant to the procedures set forth in
Section 3 of the Offer to Purchase dated December 17, 1998 (the "Offer to
Purchase") or Section 2 of the Supplement thereto dated January 19, 1999 (the
"Supplement")). Stockholders who deliver Shares by book-entry transfer are
referred to herein as "Book-Entry Stockholders" and other stockholders who
deliver Shares are referred to herein as "Certificate Stockholders."
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation (as
defined in Section 3 of the Offer to Purchase and Section 1 of the Supplement)
with respect to, their Shares and all other documents required hereby to the
Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase) must tender their Shares pursuant to the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY
DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution ______________________________________________
Account Number __________________ Transaction Code Number _________________
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s) _____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution that Guaranteed Delivery _______________________________
If delivered by Book-Entry Transfer, check box: [ ]
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
<PAGE>
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED
<CAPTION>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, AS SHARES TENDERED
NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
<S> <C> <C> <C>
TOTAL NUMBER
OF SHARES
CERTIFICATE REPRESENTED BY NUMBER OF SHARES
NUMBER(S) (1) CERTIFICATE(S) (1) TENDERED (2)
Total Shares:
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares represented by Share Certificates delivered to the
Depositary are being tendered hereby. See Instruction 4.
</TABLE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Kensington Acquisition Sub, Inc., a
Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Olivetti
S.p.A., a limited liability company organized under the laws of Italy, and
Mannesmann AG, a limited liability company organized under the laws of Germany,
the above-described shares of common stock, par value $0.01 per share (the
"Common Stock"), including the associated preferred stock purchase rights (the
"Rights" and, together with the Common Stock, the "Shares"), of Cellular
Communications International, Inc., a Delaware corporation (the "Company"),
pursuant to Purchaser's offer to purchase all of the outstanding Shares at a
price of $80.00 per Share, net to the seller in cash, without interest thereon
(the "Offer Price"), upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 17, 1998, as amended and supplemented by
the Supplement to the Offer to Purchase dated January 19, 1999 (the
"Supplement") (receipt of which is hereby acknowledged), and in the revised
GREEN Letter of Transmittal (which, together with the Supplement, the Offer to
Purchase and the original BLUE Letter of Transmittal, collectively constitute
the "Offer"). The Offer is being made pursuant to an Agreement and Plan of
Merger, dated as of December 11, 1998 (the "Merger Agreement"), by and between
Purchaser and the Company. The undersigned understands that Purchaser reserves
the right to transfer or assign, in whole at any time, or in part from time to
time, to one or more of its affiliates, the right to purchase all or any portion
of the Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve Purchaser of its obligations under the Offer and
will in no way prejudice the rights of tendering stockholders to receive payment
for Shares validly tendered and accepted for payment pursuant to the Offer.
Receipt of the Offer is hereby acknowledged.
The Company has distributed one Right for each outstanding Share pursuant to
the Rights Agreement (as defined in the Offer to Purchase). The Rights are
currently evidenced by and trade with certificates evidencing the Common Stock.
The Company has taken such action so as to make the Rights Agreement
inapplicable to Purchaser and its affiliates and associates in connection with
the transactions contemplated by the Merger Agreement.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), subject
to, and effective upon, acceptance for payment of, and payment for, the Shares
tendered herewith in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Purchaser all
right, title and interest in and to all the Shares that are being tendered
hereby (and any and all non-cash dividends, distributions, rights, other Shares
or other securities issued or issuable in respect thereof on or after December
11, 1998 (collectively, "Distributions")) and irrevocably constitutes and
appoints the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and all Distributions), with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver certificates for such Shares (and any
and all Distributions), or transfer ownership of such Shares (and any and all
Distributions) on the account books maintained by the Book-Entry Transfer
Facility, together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Purchaser, (ii) present such
Shares (and any and all Distributions) for transfer on the books of the Company,
and (iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any and all Distributions), all in accordance with
the terms of the Offer.
<PAGE>
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Dr. Kurt J. Kinzius and Marco De Benedetti in their respective
capacities as officers of Purchaser, and any individual who shall thereafter
succeed to any such office of Purchaser, and each of them, the attorneys-in-fact
and proxies of the undersigned, each with full power of substitution, to vote at
any annual or special meeting of the Company's stockholders or any adjournment
or postponement thereof or otherwise in such manner as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, to execute any written consent concerning any matter as
each such attorney-in-fact and proxy or his substitute shall in his sole
discretion deem proper with respect to, and otherwise to act as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, all of the Shares (and any and all Distributions)
tendered hereby and accepted for payment by Purchaser. This appointment will be
effective if and when, and only to the extent that, Purchaser accepts such
Shares for payment pursuant to the Offer. This power of attorney and proxy are
irrevocable and are granted in consideration of the acceptance for payment of
such Shares in accordance with the terms of the Offer. Such acceptance for
payment shall, without further action, revoke any prior powers of attorney and
proxies granted by the undersigned at any time with respect to such Shares (and
any and all Distributions), and no subsequent powers of attorney, proxies,
consents or revocations may be given by the undersigned with respect thereto
(and, if given, will not be deemed effective). Purchaser reserves the right to
require that, in order for Shares or other securities to be deemed validly
tendered, immediately upon Purchaser's acceptance for payment of such Shares,
Purchaser must be able to exercise full voting, consent and other rights with
respect to such Shares (and any and all Distributions), including voting at any
meeting of the Company's stockholders.
By executing this Letter of Transmittal, the undersigned hereby represents
and warrants that the undersigned has full power and authority to tender, sell,
assign and transfer the Shares tendered hereby and all Distributions, that the
undersigned owns the Shares tendered hereby within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that the tender of the tendered Shares complies with Rule 14e-4 under the
Exchange Act, and that when the same are accepted for payment by Purchaser,
Purchaser will acquire good, marketable and unencumbered title thereto and to
all Distributions, free and clear of all liens, restrictions, charges and
encumbrances, and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of the Shares tendered hereby and all
Distributions. In addition, the undersigned shall remit and transfer promptly to
the Depositary for the account of Purchaser all Distributions in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and, pending such remittance and transfer or appropriate assurance thereof,
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the Shares tendered
hereby or deduct from such purchase price the amount or value of such
Distribution as determined by Purchaser in its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute a binding agreement between the undersigned
and Purchaser upon the terms and subject to the conditions of the Offer (and if
the Offer is extended or amended, the terms or conditions of any such extension
or amendment). Without limiting the foregoing, if the price to be paid in the
Offer is amended in accordance with the terms of the Merger Agreement, the price
to be paid to the undersigned will be the amended price notwithstanding the fact
that a different price is stated in this Letter of Transmittal. The undersigned
recognizes that, under certain circumstances set forth in the Offer to Purchase,
Purchaser may not be required to accept for payment any of the Shares tendered
hereby.
<PAGE>
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all Shares purchased and/or return any
certificates for Shares not tendered or accepted for payment in the name(s) of
the registered holder(s) appearing above under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price of all Shares purchased and/or
return any certificates for Shares not tendered or not accepted for payment (and
any accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above under "Description of Shares Tendered." In the event
that the boxes entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue the check for the purchase price
of all Shares purchased and/or return any certificates evidencing Shares not
tendered or not accepted for payment (and any accompanying documents, as
appropriate) in the name(s) of, and deliver such check and/or return any such
certificates (and any accompanying documents, as appropriate) to, the person(s)
so indicated. Unless otherwise indicated herein in the box entitled "Special
Payment Instructions," please credit any Shares tendered herewith by book-entry
transfer that are not accepted for payment by crediting the account at the
Book-Entry Transfer Facility designated above. The undersigned recognizes that
Purchaser has no obligation, pursuant to the "Special Payment Instructions," to
transfer any Shares from the name of the registered holder thereof if Purchaser
does not accept for payment any of the Shares so tendered.
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11.
Number of Shares represented by lost, destroyed or stolen
certificates: ____________
<PAGE>
- -----------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
accepted for payment is to be issued in the name of someone other than the
undersigned, if certificates for Shares not tendered or not accepted for
payment are to be issued in the name of someone other than the undersigned
or if Shares tendered hereby and delivered by book-entry transfer that are
not accepted for payment are to be returned by credit to an account
maintained at a Book-Entry Transfer Facility other than the account
indicated above.
Issue check and/or Share certificate(s) to:
Name _______________________________________________________________________
(Please Print)
Address ____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
__________________________________________________________________________
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9)
/ / Credit Shares delivered by book-entry transfer and not purchased to the
Book-Entry Transfer Facility account.
________________________________________________________________________
(Account Number)
- ------------------------------------------------------------
- ------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for payment and/or the check for the purchase price of Shares
accepted for payment is to be sent to someone other than the undersigned or to
the undersigned at an address other than that shown under "Description of
Shares Tendered."
Mail check and/or Share certificates to:
Name _________________________________________________________________________
(Please Print)
Address ______________________________________________________________________
______________________________________________________________________________
(Include Zip Code)
______________________________________________________________________________
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9)
-------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
SIGN HERE
(ALSO COMPLETE SUBSTITUTE
FORM W-9 BELOW)
____________________________________________________________________________
____________________________________________________________________________
(Signature(s) of Stockholder(s))
Dated: __________________________, 1999
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
the Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, please provide the following
information and see Instruction 5.)
Name(s)_____________________________________________________________________
____________________________________________________________________________
(Please Print)
Name of Firm________________________________________________________________
Capacity (full title)_______________________________________________________
(See Instruction 5)
Address_____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number __________________________________________
Taxpayer Identification or Social Security Number __________________________
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature _______________________________________________________
Name(s) ____________________________________________________________________
(Please Print)
Title ______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _____________________________________________
---------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in any of the Book-Entry Transfer Facility's systems whose name
appears on a security position listing as the owner of the Shares) of Shares
tendered herewith, unless such registered holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares are tendered
for the account of a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in the
Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(each, an "Eligible Institution"). In all other cases, all signatures on this
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by stockholders of
the Company either if Share certificates are to be forwarded herewith or, unless
an Agent's Message is utilized, if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth herein and in Section 3
of the Offer to Purchase. For a stockholder validly to tender Shares pursuant to
the Offer, either (a) a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), together with any required signature
guarantees or an Agent's Message (in connection with book-entry transfer) and
any other required documents, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date and either (i)
certificates for tendered Shares must be received by the Depositary at one of
such addresses prior to the Expiration Date or (ii) Shares must be delivered
pursuant to the procedures for book-entry transfer set forth herein and in
Section 3 of the Offer to Purchase and a Book-Entry Confirmation must be
received by the Depositary prior to the Expiration Date or (b) the tendering
stockholder must comply with the guaranteed delivery procedures set forth herein
and in Section 3 of the offer to Purchase.
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot comply with the book-entry
transfer procedures on a timely basis may tender their Shares by properly
completing and duly executing the Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth herein and in Section 3 of the Offer to
Purchase.
Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary prior to the Expiration Date and
(iii) the certificates for all tendered Shares, in proper form for transfer (or
a Book-Entry Confirmation with respect to all tendered Shares), together with a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message, and any other required documents must
be received by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery. A "trading day" is any day on
which the Nasdaq Stock Market, Inc.'s Nasdaq National Market is open for
business.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that Purchaser
may enforce such agreement against the participant.
The signatures on this Letter of Transmittal cover the Shares tendered
hereby.
TENDERING STOCKHOLDERS MAY CONTINUE TO USE THE ORIGINAL BLUE LETTER OF
TRANSMITTAL AND PINK NOTICE OF GUARANTEED DELIVERY THAT WERE PROVIDED WITH THE
OFFER TO PURCHASE. Although such BLUE Letter of Transmittal indicates that the
Offer will expire at 12:00 midnight, New York City time, on Friday, January 15,
1999, stockholders will be able to tender (or withdraw) their Shares pursuant to
the Offer until 12:00 midnight, New York City time, on Monday, February 1, 1999
(or such later date to which the Offer may be extended). TENDERING STOCKHOLDERS
MAY ALSO USE THIS REVISED GREEN LETTER OF TRANSMITTAL AND THE GOLD NOTICE OF
GUARANTEED DELIVERY PROVIDED WITH THE SUPPLEMENT.
THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. THE SHARES
WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
<PAGE>
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering stockholders, by executing
this Letter of Transmittal (or facsimile thereof), waive any right to receive
any notice of acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the Share
certificate numbers with respect to such Shares should be listed on a separate
signed schedule attached hereto.
4. PARTIAL TENDERS. (Not applicable to stockholders who tender by
book-entry transfer). If fewer than all the Shares evidenced by any Share
certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of Shares that are to be tendered in the box entitled "Number of
Shares Tendered." In any such case, new certificate(s) for the remainder of the
Shares that were evidenced by the old certificates will be sent to the
registered holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, as soon as practicable after the Expiration Date or the
termination of the Offer. All Shares represented by certificates delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any Share certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of the authority of such person so to act must be
submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share certificates or
separate stock powers are required unless payment or certificates for Shares not
tendered or not accepted for payment are to be issued in the name of a person
other than the registered holder(s). Signatures on any such Share certificates
or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the Share certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share certificates. Signature(s) on any
such Share certificates or stock powers must be guaranteed by an Eligible
Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the transfer and
sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or if
certificates for Shares not tendered or not accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or if
tendered certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s) or such other person) payable
on account of the transfer to such other person will be deducted from the
purchase price of such Shares purchased unless evidence satisfactory to
Purchaser of the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share certificates evidencing the
Shares tendered hereby.
<PAGE>
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares accepted for payment is to be issued in the name of, and/or
Share certificates for Shares not accepted for payment or not tendered are to be
issued in the name of and/or returned to, a person other than the signer of this
Letter of Transmittal or if a check is to be sent, and/or such certificates are
to be returned, to a person other than the signer of this Letter of Transmittal,
or to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal should be completed. Any stockholder(s) delivering Shares
by book-entry transfer may request that Shares not purchased be credited to such
account maintained at the Book-Entry Transfer Facility as such stockholder(s)
may designate in the box entitled "Special Payment Instructions." If no such
instructions are given, any such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above as
the account from which such Shares were delivered.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Offer to Purchase, the Supplement,
the revised GREEN Letter of Transmittal, the revised GOLD Notice of Guaranteed
Delivery and the Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 may be directed to the Information Agent at its address
and phone number set forth below, or from brokers, dealers, commercial banks or
trust companies.
9. WAIVER OF CONDITIONS. Subject to the Merger Agreement, Purchaser
reserves the absolute right in its sole discretion to waive, at any time or from
time to time, any of the specified conditions of the Offer, in whole or in part,
in the case of any Shares tendered.
10. BACKUP WITHHOLDING. In order to avoid "backup withholding" of federal
income tax on payments of cash pursuant to the Offer, a stockholder surrendering
Shares in the Offer must, unless an exemption applies, provide the Depositary
with such stockholder's correct taxpayer identification number ("TIN") on
Substitute Form W-9 and certify, under penalties of perjury, that such TIN is
correct and that such stockholder is not subject to backup withholding.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the federal income tax liability
of the person subject to the backup withholding, provided that the required
information is given to the Internal Revenue Service. If backup withholding
results in an overpayment of tax, a refund can be obtained by the stockholder
upon filing an income tax return.
The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are held in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% on all payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
stockholder if a TIN is provided to the Depositary within 60 days.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
11. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Depositary by checking the box immediately preceding the
special payment/special delivery instructions and indicating the number of
Shares lost. The stockholder will then be instructed as to the steps that must
be taken in order to replace the Share certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Share certificates have been followed.
<PAGE>
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED
SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT
TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION
DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR
GUARANTEED DELIVERY.
<PAGE>
IMPORTANT TAX INFORMATION
Under Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
stockholder's correct taxpayer identification number on Substitute Form W-9
below. If such stockholder is an individual, the taxpayer identification number
is his social security number. If a tendering stockholder is subject to backup
withholding, such stockholder must cross out item (2) of the Certification box
on the Substitute Form W-9. If the Depositary is not provided with the correct
taxpayer identification number, the stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such stockholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding.
Certain stockholders (including, among others, all corporations, and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that stockholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Depositary. Exempt stockholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct taxpayer
identification number by completing the form contained herein certifying that
the taxpayer identification number provided on Substitute Form W-9 is correct
(or that such stockholder is awaiting a taxpayer identification number).
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
If the tendering stockholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, such stockholder
should write "Applied For" in the space provided for in the TIN in Part 1, and
sign and date the Substitute Form W-9. If "Applied For" is written in Part I and
the Depositary is not provided with a TIN within sixty (60) days, the Depositary
will withhold 31% on all payments of the purchase price until a TIN is provided
to the Depositary.
<PAGE>
<TABLE>
<C> <S> <C>
- ----------------------------------------------------------------------------------------------------
PAYER'S NAME: IBJ SCHRODER BANK & TRUST COMPANY
- ----------------------------------------------------------------------------------------------------
SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number (If awaiting TIN
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW write "Applied For")
Department of Treasury
Internal Revenue Service Employer Identification Number (If
Payers Request for Tax awaiting TIN write "Applied For")
Identification Number (TIN)
- ----------------------------------------------------------------------------------------------------
PART 2--CERTIFICATE--Under penalties of perjury, I certify that:(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued for me), and (2) I am not subject to backup withholding
because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS")
that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are currently
subject to backup withholding because of under-reporting interest or dividends on your tax returns. However, if after being
notified by the IRS that you are subject to backup withholding, you receive another notification from the IRS that you are no
longer subject to backup withholding, do not cross out such item (2). (Also see instructions in the enclosed Guidelines).
Signature: Date:
- ----------------------------------------------------------------------------------------------------
PART 3--AWAITING TIN / /
- ----------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING
TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (1) I have
mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number to the Depositary by the time of payment, 31% of all
reportable payments made to me thereafter will be withheld, but that such amounts will be refunded to me if I provide a
certified Taxpayer Identification Number to the Depositary within sixty (60) days.
Signature: Date:
----------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
Questions and requests for assistance or additional copies of the Offer to
Purchase, the Supplement, the revised GREEN Letter of Transmittal, the revised
GOLD Notice of Guaranteed Delivery and other tender offer materials may be
directed to the Information Agent at its address and telephone number set forth
below:
THE INFORMATION AGENT FOR THE OFFER IS:
[MacKenzie Partners, Inc. LOGO]
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
(212) 929-5500 (CALL COLLECT)
OR
CALL TOLL-FREE (800) 322-2885
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
TO
KENSINGTON ACQUISITION SUB, INC.
A WHOLLY-OWNED SUBSIDIARY
OF
OLIVETTI S.P.A.
AND
MANNESMANN AG
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
As set forth in Section 3 of the Offer to Purchase dated December 17, 1998
(the "Offer to Purchase"), as amended and supplemented by Section 2 of the
Supplement to the Offer to Purchase dated January 19, 1999 (the "Supplement"),
this revised GOLD Notice of Guaranteed Delivery, or a form substantially
equivalent hereto, must be used to accept the Offer (as defined below) if
certificates representing shares of Common Stock, par value $0.01 per share (the
"Common Stock"), including the associated preferred stock purchase rights (the
"Rights" and, together with the Common Stock, the "Shares"), of Cellular
Communications International, Inc., a Delaware corporation, are not immediately
available, if the procedure for book-entry transfer cannot be completed prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase and
Section 1 of the Supplement), or if time will not permit all required documents
to reach the Depositary prior to the Expiration Date. Such form may be delivered
by hand, transmitted by facsimile transmission or mailed to the Depositary. See
Section 3 of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
IBJ SCHRODER BANK & TRUST COMPANY
Telephone Number: (212) 858-2103
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE: BY HAND OR OVERNIGHT DELIVERY:
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization Operations New York, New York 10004
New York, New York 10274-0084 Department Attn: Reorganization Operations
Attn: Reorganization Operations Department
Department
</TABLE>
(For Eligible Institutions Only)
Confirm Facsimile by Telephone: (212) 858-2103
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Kensington Acquisition Sub, Inc., a
Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Olivetti
S.p.A., a limited liability company organized under the laws of Italy, and
Mannesmann AG, a limited liability company organized under the laws of Germany,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated December 17, 1998 (the "Offer to Purchase"), as amended and supplemented
by the Supplement to the Offer to Purchase dated January 19, 1999 and the
related Letter of Transmittal, receipt of which is hereby acknowledged, the
number of shares set forth below of the common stock, par value $0.01 per share
(the "Common Stock"), including the associated preferred stock purchase rights
(the "Rights" and, together with the Common Stock, the "Shares"), of Cellular
Communications International, Inc., a Delaware corporation, pursuant to the
guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.
<TABLE>
<S> <C>
Number of Shares: Name(s) of Record Holder(s):
Certificate Nos. (if available): (Please Print)
Address(es):
Check box if Shares will be tendered by
book-entry transfer: [ ] (Zip Code)
Account Number: Area Code and Tel. No.:
Dated: , 1999 Signature(s):
</TABLE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program, guarantees to deliver to the Depositary
either certificates representing the Shares tendered hereby, in proper form for
transfer, or confirmation of book-entry transfer of such Shares into the
Depositary's accounts maintained at one of the Book-Entry Transfer Facilities
(as defined in the Offer to Purchase), in each case with delivery of a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees, or an Agent's Message, and any other
documents required by the Letter of Transmittal, within three (3) trading days
(as defined in the Offer to Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
<TABLE>
<S> <C>
Name of Firm: Authorized Signature
Name:
Address: Please Print
Zip Code Title:
Area Code and Tel. No.: Dated: , 1999
</TABLE>
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES
SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
2
<PAGE>
SUPPLEMENT TO OFFER TO PURCHASE FOR CASH DATED JANUARY 19, 1999
KENSINGTON ACQUISITION SUB, INC.
A WHOLLY-OWNED SUBSIDIARY
OF
OLIVETTI S.P.A.
AND
MANNESMANN AG
HAS AMENDED ITS OFFER TO PURCHASE TO INCREASE THE PRICE FOR
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
TO
$80 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, FEBRUARY 1, 1999,
UNLESS THE OFFER IS EXTENDED.
January 19, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been appointed by Kensington Acquisition Sub, Inc. ("Purchaser"), a
Delaware corporation and a wholly-owned subsidiary of Olivetti S.p.A., a limited
liability company organized under the laws of Italy, and Mannesmann AG, a
limited liability company organized under the laws of Germany, to act as Dealer
Managers in connection with Purchaser's offer to purchase all outstanding shares
of common stock, par value $0.01 per share (the "Common Stock"), including the
associated preferred stock purchase rights (the "Rights" and, together with the
Common Stock, the "Shares"), of Cellular Communications International, Inc., a
Delaware corporation (the "Company"), at $80.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated December 17, 1998 (the "Offer to Purchase"), as amended and
supplemented by the Supplement to the Offer to Purchase dated January 19, 1999
(the "Supplement"), and in the revised GREEN Letter of Transmittal (which,
together with the original BLUE Letter of Transmittal, constitute the "Offer")
enclosed herewith. Please furnish copies of the enclosed materials to those of
your clients for whose accounts you hold Shares registered in your name or in
the name of your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE OF THE OFFER (AS DEFINED
IN THE OFFER TO PURCHASE AND IN THE SUPPLEMENT) THAT NUMBER OF SHARES WHICH
REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF SHARES OUTSTANDING ON A
FULLY DILUTED BASIS ON THE DATE SHARES ARE ACCEPTED FOR PAYMENT. THE OFFER ALSO
IS SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THE OFFER TO PURCHASE. SEE
SECTION 14 OF THE OFFER TO PURCHASE.
<PAGE>
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. The Supplement dated January 19, 1999;
2. The revised GREEN Letter of Transmittal for your use in accepting the
Offer and tendering Shares and for the information of your clients.
Facsimile copies of the original BLUE Letter of Transmittal or the
revised GREEN Letter of Transmittal may be used to tender Shares;
3. A revised GOLD Notice of Guaranteed Delivery to be used to accept the
Offer if certificates for Shares and all other required documents
cannot be delivered to the Depositary, or if the procedures for
book-entry transfer cannot be completed on a timely basis, prior to
the expiration of the Offer;
4. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with
regard to the Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. A return envelope addressed to IBJ Schroder Bank & Trust Company (the
"Depositary").
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment and pay for Shares which are
validly tendered prior to the Expiration Date and not theretofore properly
withdrawn when, as and if Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance of such Shares for payment pursuant to the
Offer. Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by the Depositary of (i) certificates for such
Shares, or timely confirmation of a book-entry transfer of such Shares into the
Depositary's account maintained at one of the Book-Entry Transfer Facilities (as
defined in the Offer to Purchase), pursuant to the procedures described in
Section 3 of the Offer to Purchase, (ii) a properly completed and duly executed
Letter of Transmittal (or a properly completed and manually signed facsimile
thereof) or an Agent's Message (as defined in the Offer to Purchase) in
connection with a book-entry transfer and (iii) all other documents required by
the Letter of Transmittal.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Dealer Managers, the Depositary and the Information
Agent as described in the Offer to Purchase) for soliciting tenders of Shares
pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers,
dealers, commercial banks and trust companies for customary mailing and handling
costs incurred by them in forwarding the enclosed materials to their customers.
Purchaser will pay or cause to be paid all stock transfer taxes applicable
to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the
Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, FEBRUARY 1, 1999, UNLESS THE
OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message in connection with a book-entry
transfer of Shares, and any other required documents, should be sent to the
Depositary, and certificates representing the tendered Shares should be
delivered or such Shares should be tendered by book-entry transfer, all in
accordance with the Instructions set forth in the Letter of Transmittal and in
the Offer to Purchase.
2
<PAGE>
SUPPLEMENT TO OFFER TO PURCHASE FOR CASH DATED JANUARY 19, 1999
KENSINGTON ACQUISITION SUB, INC.
A WHOLLY-OWNED SUBSIDIARY
OF
OLIVETTI S.P.A.
AND
MANNESMANN AG
HAS AMENDED ITS OFFER TO PURCHASE TO INCREASE THE PRICE FOR
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
TO
$80.00 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, FEBRUARY 1, 1999,
UNLESS THE OFFER IS EXTENDED.
January 19, 1999
To Our Clients:
Enclosed for your consideration are the Supplement dated January 19, 1999
(the "Supplement") to the Offer to Purchase dated December 17, 1998, and the
Revised GREEN Letter of Transmittal (which documents, together with the original
BLUE Letter of Transmittal, constitute the "Offer") in connection with the offer
by Kensington Acquisition Sub, Inc. ("Purchaser"), a Delaware corporation and a
wholly-owned subsidiary of Olivetti S.p.A., a limited liability company
organized under the laws of Italy, and Mannesmann AG, a limited liability
company organized under the laws of Germany, to purchase for cash all
outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), including the associated preferred stock purchase rights (the "Rights"
and, together with the Common Stock, the "Shares"), of Cellular Communications
International, Inc., a Delaware corporation (the "Company"). We are the holder
of record of Shares held for your account. A tender of such Shares can be made
only by us as the holder of record and pursuant to your instructions. The
enclosed revised GREEN Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for your
account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is invited to the following:
1. The offer price has been increased to $80.00 per Share, net to you in
cash without interest.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously approved the
Merger Agreement (as defined in the Offer to Purchase) and the transactions
contemplated thereby, including the Offer
<PAGE>
and the Merger (as defined in the Offer to Purchase), and has unanimously
determined that the Offer and the Merger are fair to, and in the best
interests of, the Company's stockholders and unanimously recommends that the
stockholders accept the Offer and tender their Shares pursuant to the Offer.
4. The Offer and withdrawal rights have been extended and will now
expire at 12:00 Midnight, New York City time, on February 1, 1999, unless
the Offer is extended.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date of the Offer
(as defined in the Offer to Purchase and the Supplement) that number of
Shares which represents at least a majority of the Shares outstanding on a
fully diluted basis on the date Shares are accepted for payment. The Offer
is also subject to the other conditions set forth in the Offer to Purchase
as amended and supplemented by the Supplement. See Section 14 of the Offer
to Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to
Purchaser pursuant to the Offer will be paid by Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
Purchaser is not aware of any state in which the making of the Offer is
prohibited by administrative or judicial action pursuant to any valid state
statute. In any jurisdiction in which the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of Purchaser by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares will
be tendered unless otherwise specified on the reverse side of this letter. Your
instructions should be forwarded to us in ample time to permit us to submit a
tender on your behalf prior to the expiration of the Offer.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Supplement dated January 19, 1999 to the Offer to Purchase dated December 17,
1998, and the related revised GREEN Letter of Transmittal (which, together with
the original BLUE Letter of Transmittal, constitute the "Offer") in connection
with the offer by Kensington Acquisition Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of Olivetti S.p.A., a limited liability company
organized under the laws of Italy, and Mannesmann AG, a limited liability
company organized under the laws of Germany, to purchase all outstanding shares
of common stock, par value $0.01 per share (the "Common Stock"), including the
associated preferred stock purchase rights (the "Rights" and, together with the
Common Stock, the "Shares"), of Cellular Communications International, Inc., a
Delaware corporation.
This will instruct you to tender the number of Shares indicated below (or if
no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.
<TABLE>
<S> <C>
Number of Shares to be Tendered:
Shares*
Dated: , 1999
Signature(s)
Print name(s)
Address(es)
Area code and telephone number
Tax ID or social security number
</TABLE>
- ------------------------
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
3
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE
PAYER--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
FOR THIS TYPE OF ACCOUNT:
- -------------------------------------------------------------------------
<C> <C> <S>
1. An individual's account
2. Two or more individuals (joint account)
3. Husband and wife (joint account)
4. Custodian account of a minor (Uniform Gift to Minors Act)
5. Adult and minor (joint account)
6. Account in the name of guardian or committee for a designated
ward, minor, or incompetent person
7. a. The usual revocable savings trust account (grantor
is also trustee)
b. So called trust account that is not a legal or
valid trust under State law
<CAPTION>
FOR THIS TYPE OF ACCOUNT:
- -------------------------------------------------------------------------
<C> <C> <S>
8. Sole proprietorship account
9. A valid trust, estate, or pension trust
10. Corporate account
11. Religious, charitable, or educational organization account
12. Partnership account held in the name of the business
13. Association, club, or other tax exempt organization
14. A broker or registered nominee
15. Account with the Department of Agriculture in the name of a
public entity (such as a State or local government, school
district, or prison) that receives agricultural program
payments
<CAPTION>
FOR THIS GIVE THE NAME AND SOCIAL SECURITY NUMBER OF:
- --------- -----------------------------------------------------------
<C> <C>
1. The individual
2. The actual owner of the account or, if combined funds, any
one of the individuals(1)
3. The actual owner of the account or, if joint funds, either
person(1)
4. The minor(2)
5. The adult or, if the minor is the only contributor, the
minor(3)
6. The ward, minor, or incompetent person(4)
7. The grantor trustee(3)
The actual owner(3)
FOR THIS GIVE THE NAME AND EMPLOYER IDENTIFICATION NUMBER OF:
- --------- -----------------------------------------------------------
<C> <C>
8. The owner(5)
9. Legal entity (Do not furnish the identifying number of the
personal representative or trustee unless the legal entity
itself is not designated in the account title.)(3)
10. The corporation
11. The organization
12. The partnership
13. The organization
14. The broker or nominee
15. The public entity
</TABLE>
- ------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) List first and circle the name of the legal trust, estate, or pension trust.
(4) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(5) Show the name of the owner.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a TIN or you don't know your number, obtain Internal
Revenue Service Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer identification Number, at your local office
of the Social Security Administration or the Internal Revenue Service and apply
for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
(1) A corporation.
(2) A financial institution.
(3) An organization exempt from tax under section 501(a) or an individual
retirement plan.
(4) The United States or any agency or instrumentality thereof.
(5) A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
(6) A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
(7) An international organization or any agency, or instrumentality thereof.
(8) A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
(9) A real estate investment trust.
(10) A common trust fund operated by a bank under section 584(a).
(11) An exempt charitable remainder trust, or a non-exempt trust described
in section 4947(a)(1).
(12) An entity registered at all times under the Investment Company Act of
1940.
(13) A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
- Payments of interest not generally subject to backup withholding include
the following:
- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain in foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER, IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If you fail
to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS--If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being
due to negligence and will be subject to a penalty of 5% on any portion of
an under-payment attributable to that failure unless there is clear and
convincing evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE.
<PAGE>
FOR IMMEDIATE RELEASE:
OLIVETTI AND MANNESMANN INCREASE OFFER TO
$80.00 PER SHARE FOR
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
New York, New York, January 19, 1999 - Olivetti S.p.A. and Mannesmann AG
announced today that they have increased the cash tender offer made by a
wholly-owned entity (Kensington Acquisition Sub, Inc.) for all the outstanding
shares of common stock of Cellular Communications International, Inc. (NNM:CCIL)
to $80.00 per share.
In connection with this enhanced proposal, the tender offer has been extended
through 12:00 midnight, New York City time, on Monday, February 1, 1999. As of
midnight on January 15, 1999, 2,320,312 shares of CCIL's outstanding common
stock had been tendered under the terms of the tender offer.
Mannesmann operates in Telecommunications, Engineering, Automotive and Tubes &
Trading and generated sales of around DM 39 billion in 1997. The Group is one of
the leading alternative telecommunication operators in the recently liberalized
European market.
The Olivetti Group is a leading international player operating through
subsidiaries and affiliates in the telecommunications and information technology
sectors. In telecommunications, Olivetti operates both in the wireless and
wireline markets through Omnitel and Infostrada, respectively. In the
Information Technology sector, Olivetti wholly owns Olivetti Lexikon, which
specializes in I.T. products for the office and the consumer markets. It also
has a 18.5% ownership in Wang Global, a United States publicly traded company.
Goldman, Sachs & Co. and Lehman Brothers are acting as Dealer Managers for
the tender offer. MacKenzie Partners, Inc. is acting as Information Agent for
the Offer and may be contacted at (800) 322-2885. Questions and requests for
assistance or for copies of the Offer to Purchase, the Letters of Transmittal
and other tender offer documents may be directed to the Information Agent,
and copies will be furnished at Kensington's expense.
CONTACT: MacKenzie Partners, Inc., Mark H. Harnett, (212) 929-5877.
<PAGE>
CELLULAR COMMUNICATIONS INTERNATIONAL ANNOUNCES
EXTENSION OF TENDER OFFER RELATING TO ITS
EURO 235,000,000 9-1/2% SENIOR DISCOUNT NOTES DUE 2005
ISIN NOS. X30087309976 AND XS0085495082
-------------------
NEW YORK, NEW YORK, JANUARY 19, 1999 -- Cellular Communications International,
Inc. (NASDAQ: CCIL) announced today that it is extending the expiration date for
its tender offer and consent solicitation for its Euro 235,000,000 9-1/2% Senior
Discount Notes Due 2005 until 5:00 p.m., New York City time, on February 2,
1999.
Approximately Euro 234,000,000 of Notes (representing approximately 99% of the
outstanding Notes) have already been tendered and CCIL has entered into a
Supplemental Indenture that provides that the amendments to the Indenture
relating to the Notes described in the Offer to Purchase and Consent
Solicitation Statement dated December 18, 1998 will become operative only upon,
and simultaneously with, the satisfaction of all of the conditions to the
acceptance of validly tendered Notes and the acceptance thereof for payment.
Kensington Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and
Olivetti, S.p.A., concurrently extended the expiration date to acquire a
majority of the outstanding shares of common stock of CCIL. The tender offer
to acquire CCIL's Common Stock has been extended through 12:00 midnight, New
York City time, on Monday, February 1, 1999.
The tender offer and consent solicitation (including, but not limited to, the
payment of the purchase price for the Notes and the consent fees) remains
conditioned upon, among other things, the consummation of the Kensington tender
offer to acquire CCIL's common stock.
Goldman Sachs International and Lehman Brothers are acting as Dealer Managers
for the tender offer. The Information Agent is MacKenzie Partners, Inc. and the
Depositary is The Chase Manhattan Bank.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes. The tender offer is made only by an Offer to Purchase
and Consent Solicitation Statement dated December 18, 1998. Persons with
questions regarding the tender offer should contact the Information Agent at
800-322-2885 or Goldman Sachs at 877-686-5059.
CONTACT: MacKenzie Partners, Inc., Jeanne Carr (212) 929-5916
