Cleary Gottlieb is representing municipality-owned company Nethys and its parent company Enodia in the sale of a 75% stake minus one share in telecom operator VOO SA to Orange Belgium.
The transaction signed on December 24, 2021, and was announced on the same day. It is based on an enterprise value of €1.8 billion for 100% of the capital of VOO SA.
The signing of this transaction concludes a competitive sell-side M&A process, 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.
VOO SA 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.
Prior to closing, the TMT business of fellow municipality-owned company Brutélé will be contributed to VOO SA. On December 23, 2021, Enodia, the parent company of Nethys, entered into an agreement on “back-to-back” terms with the 30 municipalities that currently own Brutélé for the 100% acquisition of the share capital of Brutélé.
The closing of the acquisition by Enodia of 100% of the share capital of Brutélé, the subsequent contribution of Brutélé’s TMT business to VOO SA, and the sale of a 75% stake in VOO SA to Orange Belgium is expected to occur broadly simultaneously once customary precedent conditions are satisfied, including the approval of the transaction by the European Commission.
At closing, Nethys and Orange Belgium will enter 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 modernisation and fibre optic (FTTH) rollout, and the granting liquidity rights to Nethys regarding its residual 25% stake in VOO SA.