Cleary Gottlieb represented municipality-owned company Nethys and its parent company Enodia in the sale of a 75% stake minus one share in telecom operator VOO SA (VOO) to Orange Belgium.
The transaction signed on December 24, 2021, and closed on June 2, 2023. It is based on an enterprise value of €1.8 billion for 100% of the capital of VOO.
The signing of the transaction concluded a competitive sell-side M&A process run in 2021, which Cleary helped design and execute, with 27 candidates admitted in the non-binding phase and highly competitive binding phases opposing strategic investors, including the Orange group.
Closing of the transaction remained subject to several conditions precedents, including approval of the transaction by the European Commission. Such approval was obtained on March 20, 2023, following an in-depth investigation (Phase 2) of about nine months, as part of which Cleary also represented Nethys.
Immediately prior to closing, on June 1, 2023, the TMT business of fellow municipality-owned company Brutélé was contributed to VOO as part of a complex pre-closing reorganization plan. The contribution of Brutélé’s TMT business occurred after Enodia completed the acquisition of Brutélé’s shares, on “back-to-back” terms with the 30 municipalities that owned Brutélé, earlier that day. Brutélé was merged with and into Enodia immediately thereafter.
At closing, Nethys and Orange Belgium entered into a shareholders’ agreement to organize their relationship as shareholders of VOO, including governance rights providing assurances to Nethys as to the implementation of an investment plan, which includes cable modernization and fibre optic (FTTH) rollout, and granting liquidity rights to Nethys regarding its residual 25% stake in VOO.
VOO is a telecom operator that owns the cable network in the Walloon region and part of the Brussels region and an MVNO active in these two regions.
Orange Belgium, a 77% subsidiary of Orange SA, is a mobile network operator and FVNO active in Belgium and listed on Euronext Brussels.