Global TeleSystems Group, Inc

25 Jan 1999

MAJOR TELECOMS CROSS BORDER ACQUISITION

MAJOR TELECOMS CROSS BORDER ACQUISITION CREATES US$4.1 BILLION COMPANY

Simmons & Simmons advises Global TeleSystems on recommended offer for Esprit Telecom, marking early step in consolidation of European telecoms industry

Global TeleSystems Group, Inc. ("GTS") (a US corporation listed on NASDAQ and EASDAQ) has announced its intention to make a recommended offer for Esprit Telecom Group plc ("Esprit Telecom") (a UK company listed on NASDAQ and EASDAQ). The offer, which will be made on a share for share basis, values Esprit at US$757.3 million and the combined company at US$4.1 billion. The offer, to be made by Bear, Stearns International Ltd ("Bear Stearns") on behalf of GTS, will be the first ever public offer for an EASDAQ listed company and the first cross border deal to be governed by the new SEC plain English rules. The deal is expected to count as a merger under a "pooling of interests" arrangement, which will be the largest to date by a US company making a UK takeover. GTS are being advised by Simmons & Simmons, who have had a pivotal role in structuring, documenting and coordinating the deal.

The combination of GTS and Esprit Telecom will assist both companies in their mutual goals of becoming the pre-eminent providers of carriers' carrier and business communications services throughout Europe. Together, GTS and Esprit Telecom will have the largest independent cross border carriers' carrier network in Europe and will have an extensive sales force in 11 countries in Western Europe and a presence in 19 countries throughout Europe.

The Simmons & Simmons team was led by Corporate Finance partner Peter Kennerley and included Charles Fuller, Selina Sagayam and John Rogers (Corporate Finance), partner Chris Watson (Communications), Katie Gibson (Communications), partner Robert Schon (Tax), Simon Yates (Tax), partner Mark Hewland (Employment), Monica Ma (Pensions), Ciaran Walker (Competition), Mark Robinson (Intellectual Property) and James Hope (Litigation).

Peter Kennerley commented:

"This is an important deal for the European telecoms industry. GTS is leading the way in the consolidation of the independent European carriers. This is another excellent opportunity for Simmons & Simmons to combine our cross-border corporate finance expertise with our pre-eminent telecoms practice."

Other advisers to the transaction are Bear Stearns and Shearman Sterling (advising GTS), Lehman Brothers International (Europe), Rowe & Maw and Simpson Thacher (advising Esprit Telecom), Cahill Gordon & Reindell and Allen & Overy (advising Bear Stearns) and Willkie Farr & Gallaher, Herbert Smith, SJ Berwin and Freshfields (advising shareholders of Esprit Telecom).

Peter Kennerley also led the Simmons & Simmons team last year advising General Cable PLC on its merger with Telewest Communications plc valued at £974 million.

ENDS Notes for editors:

1. Simmons & Simmons is worldclass law firm with offices in London, Paris, Brussels, Düsseldorf, Lisbon, Milan, Rome, Madrid, Abu Dhabi, Hong Kong, Shanghai and New York with over 1,400 staff worldwide. For further information on Simmons & Simmons please visit our website at www.simmons-simmons.com.

2. The Corporate Department at Simmons & Simmons comprises over 220 legal staff, including 47 partners. It advises on new issues, takeovers and on the whole range of merger and acquisition and corporate finance activity as well as other corporate law matters for listed and unlisted companies, in the United Kingdom and overseas.

3. The firm's communications practice has developed rapidly in recent years, and provides legal services to all parts of the communications industry. The dedicated communications team in London now numbers 20 partners plus 30 lawyers.

4. Significant recent transactions include advising in relation to the launch of Rapture TV; advising in connection with the creation by Deutsche Telekom, France Telecom and Energis of a new company, MetroHoldings Limited; advising General Cable PLC on its merger with Telewest Communications plc valued at £649 million; and advising Viatel Inc on the construction of its US$350 million high capacity SDH fibre-optic ring through the UK, the Netherlands, Belgium and France.

5. Significant recent regulatory matters include our appointment as principal legal advisers to the Independent Television Commission.

6. For further information, please contact:
Peter Kennerley, Partner, Corporate Finance
Louise Resnick, Media Relations Manager on 0171 628 2020