AT&T executives are laying the groundwork internally for a potential takeover of Vodafone Group next year, mapping out a strategy for a complex deal with Europe's largest mobile carrier, people familiar with the situation said.

While the companies haven't entered formal negotiations, the largest U.S. phone company is intensifying work on which Vodafone assets it would retain after a deal and who could buy others, the people said, declining to be identified discussing private deliberations. AT&T, which remains interested in U.K. carrier EE as an alternative target, is also formulating a strategy for Vodafone's operations in Europe, where mobile broadband adoption has lagged the U.S., the people said.

A merger, which would create the world's largest telecommunications operator by sales, wouldn't be AT&T's first attempt at combining the companies. AT&T approached Verizon Communications this year about a transaction in which AT&T would buy Vodafone's European operations, with Verizon taking over their wireless joint-venture and America Movil taking much of the rest, two of the people said.

Verizon rejected that approach as too complex and likely to slow its own $130 billion purchase of Vodafone's 45 percent stake in Verizon Wireless, they said.


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Combined, Vodafone and AT&T would be a globe-spanning telecommunications player with a market capitalization exceeding $250 billion and large-scale operations in the U.S. and across Europe. With more than 500 million wireless subscribers worldwide, the company would be able to challenge Google (GOOG) and Apple (AAPL) when negotiating handset subsidies and wringing profit out of nascent technologies such as mobile advertising.

Any transaction would have to wait for the conclusion of Vodafone's sale of its Verizon Wireless stake, which the companies expect to close early next year. AT&T may ultimately decide not to proceed with a bid, the people said.

Simon Gordon, a spokesman for Newbury, England-based Vodafone, declined to comment on the company's interest in a sale to AT&T or anyone else. Brad Burns, a spokesman for Dallas- based AT&T, declined to comment on the company's European plans.

Bob Varettoni, a spokesman for New York-based Verizon, also declined to comment. A representative for America Movil didn't immediately respond to a request for comment.

Vodafone Chief Executive Officer Vittorio Colao is in principle open to a deal, depending on its terms, one of the people said. A former McKinsey & Co. consultant, Colao is nonetheless formulating a stand-alone strategy for Vodafone that could include major new deals in landline telecommunications, the person said.

Cash on hand

The company had almost 13 billion pounds ($21 billion) in cash and short-term investments at the end of March, a number that doesn't include its windfall from the Verizon Wireless stake sale.

Finding a new home for some of Vodafone's diverse assets would be a priority for AT&T, which is less interested in Africa and India than in Europe's developed markets, the people said.

Vodafone said last week that it is seeking to take full control of its Indian unit, and has asked for permission from India's government to do so.

One potential strategy AT&T has examined would involve spinning off most of Vodafone's emerging-market assets into a new entity that could be acquired by a single buyer, such as Carlos Slim's America Movil or China Mobile, one of the people said. Such a plan was the basis for AT&T's approach to Verizon earlier this year, two of the people said. AT&T owns a 9 percent stake in America Movil and has two seats on its board.

Orange, the French company that operates in African countries including Kenya and Senegal, has expressed interest in buying some of Vodafone's African operations, according to a person familiar with the matter. Through Vodacom Group, a Johannesburg-based subsidiary, Vodafone operates in South Africa and Mozambique, among other African countries.

A representative for Orange declined to comment.

New landscape

As an alternative to Vodafone, EE -- Orange's joint venture with Deutsche Telekom in the U.K. -- could be used as a platform for further acquisitions in Europe, the people said.

However, that plan would be hampered by the lack of an obvious target in Germany, the region's biggest economy, where Vodafone, Deutsche Telekom, Telefonica and Royal KPN are the four network operators, one of the people said.

AT&T is looking to international expansion as it prepares for stiffer competition in its home country, the world's largest market for mobile broadband. Now that it is taking full ownership of its wireless business, Verizon is pledging to step up investment in so-called fourth-generation networks that power devices like the iPhone. Meanwhile, Japanese billionaire Masayoshi Son's SoftBank has entered the U.S. market by buying Sprint, which he has said will become a stronger competitor to its larger rivals.

Expanding in Europe

The acceleration of work at AT&T on European expansion comes after the company concluded there are cost and strategic advantages to global scale as technological change becomes more rapid, the people familiar with its strategy said.

Attempts to create global telecommunications companies have a checkered history that includes the 2002 bankruptcy of Global Crossing and Concert, a failed venture between the original AT&T and BT Group.

A merger or takeover of Vodafone could attract political opposition in the U.K., where it has one of the most visible consumer brands. Operating from a quiet village west of London, it's one of Britain's most successful non-financial companies, with a market capitalization greater than BP or GlaxoSmithKline.

By the law

However, U.K. takeover laws don't provide a clear mechanism for the government to block a foreign deal, and previous opposition to Kraft Foods's 2010 takeover of chocolate- maker Cadbury didn't go beyond strongly worded speeches and newspaper editorials.

Vodafone has its own reasons to seek a new strategy through a tie-up. Growth in Europe has stagnated as the penetration of smartphones plateaus and regulators impose caps on fees from wireless roaming.

Recently, CEO Colao has pushed into fixed-line communications with a more than $10 billion deal for Kabel Deutschland Holding, the largest German cable operator, that will allow Vodafone to bundle mobile and home broadband packages in its largest market.