"At the moment, it looks like we are going to beat 50.1 per cent quite handsomely," he said, referring to the number of Mannesmann shareholders he believes Vodafone needs to win over to gain effective control of the company. Gent is on a weeklong European tour, visiting investors in Frankfurt, Paris and other cities to sell them on his plan to take over the German engineering and telecommunications group.

Gent said Vodafone has talked to between 20 per cent and 25 per cent of Mannesmann shareholders, some of whom are Vodafone shareholders, and those investors showed interest in Vodafone's offer for Mannesmann, currently valued at $121.33 billion (117.7 billion euros).

He added, however, that he didn't know how many investors were ready and willing to swap their shares for Vodafone stock, which is being offered in the deal.

He also told investors that Mannesmann's management structure would remain the same if Vodafone took over the company, and that Mannesmann CEO Klaus Esser could retain a role at the company.

In London trading on Monday, Vodafone's stock closed at 275.25 pence ($4.46 or 4.3 euros), down 0.25 pence, lowering the value of its offer for Mannesmann to 117.7 billion euros. In Frankfurt trading Monday, Mannesmann's shares fell 7.50 euros to 186.50 euros on fears that the deal will be derailed by politicians.

Indeed, the president of the Deutsche Bundesbank, Ernst Welteke, joined the public debate over the Vodafone bid in comments to reporters in Frankfurt Monday. In unusually candid comments for a central banker asked to comment on a fight between two companies, Mr. Welteke described the level of Vodafone's offer as "not justified" and "not viable."

Asked if he supports Chancellor Gehardt Schroeder's criticism of the hostile bid, Welteke said: "The government currently has few options. They should make more of an effort to sort out the takeover laws."

Shareholder support is critical if Vodafone is to succeed in its gambit, and yesterday, investors in both Vodafone and Mannesmann said they believe the deal makes strategic sense.

It's even worth raising the bid a little bit to get the deal done on a friendly basis, said Kevin Scutt, a fund manager at Hill Samuel Asset Management Ltd, which has significant holdings in Vodafone and Orange Plc, which is being acquired by Mannesmann, and a smaller stake in Mannesmann. He said Vodafone could raise its price from 240 euros to 250 euros to sweeten the offer for Mannesmann. "If that would get agreement, it is worth raising it, but there's no point in raising it if Mannesmann doesn't agree," he said. "If they go through a hostile deal, they should stick to this price. It would be a waste of time and money to raise it and do a hostile."

Scutt said another sign that the bid could be boosted is the fact that Vodafone registered the deal in Germany, instead of in the United Kingdom. In Britain, a final offer price can't be changed for one year, according to takeover laws. But in Germany, a registered takeover offering can be changed at any time, Scutt said, suggesting that even though Vodafone said its offer was final, it could be boosted. "Legally, they still have the option to change the terms of the deal," he said.

Meanwhile, in Germany, Mannesmann workers were up in arms about the hostile takeover attempt, though their influence is believed to be minimal. At Mannesmann Mobilfunk GmbH, the company's mobile-phone unit, fear has replaced pride in the glass-covered building that stands in a technology park in Duesseldorf.

Leaning over a table in a cavernous lobby, Regina Bos signs one of the red ballots that the works council is collectig with the boldface title, "My Vote against a hostile takeover."

"We've been so successful; it's such a great company, and everyone gave so much of themselves to build it up," says Ms. Bos, a secretary. "This has really come as a shock. We're afraid; there's this feeling that everything will just be taken away," she said. Outside the building hangs a 13-foot-wide red banner with the words "Not For Sale" in bright white letters in English.

-- The Wall Street Journal