OTMT in $1 Billion Sale of a Stake in MobiNil to France Telecom and in Resulting Mandatory Tender Offer

Cleary Gottlieb is representing Orascom Telecom Media and Technology Holding (OTMT), an Egyptian public company led by Naguib Sawiris, in its transaction with France Telecom involving Egyptian Company for Mobile Services, which operates under the MobiNil brand name (MobiNil), Egypt’s largest mobile operator. In this transaction, OTMT agreed to the sale of its direct and indirect stakes in MobiNil for $1 billion. The acquisition of this stake, representing 29% of MobiNil’s share capital, triggered an obligation on France Telecom to launch a tender offer for MobiNil. The mandatory tender offer opened on April 24, 2012 and will remain open for 20 Egyptian business days.

At the time of the agreement, France Telecom and OTMT owned collectively 71% of the share capital of MobiNil. Following the closing of the tender offer, OTMT will remain France Telecom’s Egyptian partner in the share capital of MobiNil by retaining a 5% stake in MobiNil and by subscribing to voting shares in the France Telecom subsidiary carrying out the tender offer. A new shareholders agreement between France Telecom and OTMT will come into effect, which will provide for a continued role for OTMT in the governance of MobiNil and call and put rights relating to OTMT’s remaining 5% stake in MobiNil.