TPG and Apax in Greece’s First Cash-out Merger, Completing €1.4 Billion Telecom Deal
November 3, 2005
Cleary Gottlieb represented Apax Partners and Texas Pacific Group in the second-step acquisition of the publicly-held minority stake in Greek mobile telecom operator TIM Hellas Telecommunications S.A. The ’going private’ transaction was effected through a cash-out merger under Greek law. The transaction, which became effective on November 3, was the first significant cash-out merger involving a public company in Greece (despite the fact the law permitting such structure was adopted in 1920). Depositary receipts for TIM Hellas shares were traded on Nasdaq and Euronext Amsterdam.
The transaction followed Apax and TPG’s June 2005 acquisition of an 80.87% stake in TIM Hellas from Telecom Italia subsidiary TIM International N.V. for €1.1 billion. Minority holders of TIM Hellas received €16.4 per share in the cash-out merger, the same per share price as that paid to TIM International. Cleary represented Apax and TPG in the June 2005 acquisition as well, the first significant private equity acquisition in Greece. The total consideration for the acquisition through both steps was approximately €1.4 billion.