Orbis, which holds a 19 per cent stake in CWW, refused to back Vodafone’s offer of 38p per share.
A spokesperson for Orbis said: “With the transaction being accretive in the first year, the proposed deal is clearly attractive for Vodafone shareholders.
“However, we are concerned that the offer price does not appear to reflect the value inherent in CWW.”
Two months after admitting it was considering a bid for CWW, Vodafone yesterday unveiled a £1.04bn cash offer for the struggling telco.
The 38p per share bid represents a 92 per cent premium on CWW’s last closing share price before Vodafone expressed an interest in mid-February.
The telecoms giant said it has unanimous backing from CWW’s board and irrevocable undertakings and letters of intent to vote in favour of the bid from shareholders representing 18.58 per cent of the company’s stock.
But Vodafone, which insisted the offer “is final and will not be increased”, could struggle to obtain the 75 per cent shareholder approval it needs for the scheme to go through if Orbis votes against the 38p offer.
Credit Suisse and Legal & General, which hold 5.2 per cent and 3.75 per cent stakes in CWW respectively and did not submit letters of intent to back the offer, could tip the balance against Vodafone if they side with Orbis.
Both funds declined to comment.
Vodafone chief executive Vittorio Colao said the acquisition will create “a leading integrated player in the enterprise segment of the UK communications market and bring attractive cost savings to our UK and international operations.”
The deal will make Vodafone the second largest British telecoms operator by UK revenues behind BT, with domestic revenue of £6.97bn based on last year’s combined results.
Vodafone will benefit from CWW’s fixed-line network, which will take some of the pressure off its jam-packed wireless traffic, and will be able to offer its clients a mixture of communications services via one provider.
But the telecoms giant denied that CWW’s capital allowances are key to the rationale underpinning the offer. It claimed, “Vodafone does not believe it can utilise CWW’s tax losses.”
CWW’s shares, which have climbed 80 per cent since Vodafone came to the table in mid-February but plunged when Tata Communications declined to bid last week, jumped 12 per cent to 36p.