Celtel International BV agrees to US$ 3.4 billion offer from MTC Kuwait

The Board of Celtel International ("Celtel" or "the company") announces it has agreed to a cash offer for the company from Mobile Telecommunications Company K.S.C. ("MTC") in Kuwait, with a total consideration for Celtel of US$ 3.4 billion.

Under the terms of the offer, MTC will acquire immediately 85% of the issued capital of Celtel on closing and the remaining 15% within two years.

MTC, which is listed on the Kuwait Stock Exchange with a market capitalization of some US$ 7 billion, has operations in Kuwait, Jordan, Lebanon, Iraq, and Bahrain with 3.4 million managed customers in the region. MTC recently announced increased profits for 2004, up 17.6% on 2003 at US$ 408 million.

MTC's stated strategy includes expansion into emerging market territories including those in sub-Saharan Africa.

Celtel will remain as a separate entity within the MTC group and retain its existing head office and management structures both in Amsterdam and in each of the thirteen African countries of operation. Additionally, Celtel will also continue to operate under its market-leading brand name.

Post acquisition, a new Celtel Board will include Dr. Mo Ibrahim, the founder of Celtel, and Lord Simon Cairns.

Dr. Mo Ibrahim said:

"In the past Celtel deployed European and American funds to assist the development of telecommunications infrastructure in Africa. Today we are engaging the Middle East in this process. This transaction represents a key step in bringing these sources of wealth to support the development of Africa."

"This offer will allow our shareholders and option holders to share in the financial rewards. Beyond that I am also proud that the current Celtel shareholders have set aside US$ 18 million of their own money to reward all eligible Celtel employees in Africa who have worked so hard to build the business to date."

Celtel's CEO, Marten Pieters, said:

"I look forward to working with my management team backed by the additional resources available from MTC. I am confident that, with our new partners, we have an exciting opportunity for our employees and customers to benefit from the full development of a vital service for emerging economies."

Commenting on the acquisition, Dr. Saad Al Barrak, MTC's Vice Chairman and Managing Director, said:

"We are delighted with the acquisition of Celtel, an established telecommunications organisation with an internationally renowned pedigree in Sub-Saharan Africa. Our acquisition of Celtel will give MTC the largest regional footprint in the Middle East and Africa. Together, MTC and Celtel will leverage the strong synergies, shared cultural values and heritage which exist between the Arab World and Sub-Saharan Africa. We look forward to working with Celtel's current management team."

Rothschild is acting as lead financial adviser to Celtel in relation to the Offer, together with Citigroup and Goldman Sachs.

For more details, please contact: Martin de Koning, Celtel Corporate Communications Director, +31 23 554 2671 or +31 6558 22409, deKoning.M@celtel.com