France’s Leading Alternative Telecom Provider in €911 Million IPO

December 7, 2006

Cleary Gottlieb represented Goldman Sachs International, as sole Global Coordinator and Joint Bookrunner, and BNP Paribas, Credit Suisse Securities (Europe) Limited, and J.P. Morgan Securities Ltd., as Joint Bookrunners, in the initial public offering of Neuf Cegetel S.A., which priced on October 24 and closed on October 27. The over-allotment option was exercised on October 30.

The offering consisted of a primary offering by Neuf Cegetel and a secondary offering by Louis Dreyfus Group, Suez Communication, BLR Lux (Groupe Wendel and Alpha), Artémis-Net, PAI Partners, Goldman Sachs Funds and BC European Capital Funds, in an aggregate amount of €911 million (including the over-allotment option).

The shares were listed on Eurolist by EuronextTM and were sold internationally in an offering that included a Rule 144A placement in the United States.

Neuf Cegetel is the leading alternative operator in the French telecommunications market, behind historic operator France Telecom. Driven by the strength of its data offers, which include “triple-play” television, Internet and voice over IP packages, Neuf Cegetel has rapidly established itself as one of the leading operators in the French ADSL market. The group has the most extensive alternative network in France and offers data, switched voice and other services to mass market, corporate and wholesale customers. Neuf Cegetel used the net proceeds from the offering to fund its purchase of the Internet access business of AOL France.