Orange made an offer to acquire Jazztel plc from Alken Asset Management LLP, Alken Asset Management LLP, Leopoldo Fernández Pujals, executive members of Jazztels Board of Directors, José Miguel Garcia Fernandez, Chief Executive Officer, José Ortiz Martinez, General Secretary and others for 3.3 billion.
September 16, 2014
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Orange (ENXTPA:ORA) made an offer to acquire Jazztel plc (CATS:JAZ) from Alken Asset Management LLP, Governance for Owners Group LLP, Leopoldo Fernández Pujals, executive members of Jazztel's Board of Directors, José Miguel Garcia Fernandez, Chief Executive Officer, José Ortiz Martinez, General Secretary and others for 3.3 billion in cash on September 15, 2014. Orange will pay 13 per share and option of Jazztel. Leopoldo Fernández Pujals, the Chairman of Jazztel who owns 14.5% already agreed to sell his stake to Orange. Other executive members of Jazztel's Board of Directors, José Miguel Garcia Fernandez, Chief Executive Officer, José Ortiz Martinez, General Secretary, have also agreed to sell in the offer. Orange plans to finance the bid with a capital increase of no more than 2 billion, and a sale of hybrid bonds. As of September 24, 2014, Go Investment Partners is ready to accept Orange offer of 13 per share. On September 24, 2014, Orange issued 3 billion worth of hybrid subordinated perpetual bonds to fund the consideration. Alken along with other shareholders have asked Orange to raise the tender offer. As of October 16, 2014, Orange has submitted to the CNMV (Comision Nacional del Mercado de Valores) its formal request for authorization concerning its friendly voluntary cash tender offer for the acquisition of 100% of the capital of Jazztel.
The transaction is conditional upon Jazztel shareholders tendering at least half of the stock and that Jazztel not pursue instead a possible takeover of Yoigo, approval of the relevant authorities including Spanish Securities Commission, the UK Takeover Panel on Takeovers and Mergers in the UK and European Commission approval. As on October 17, 2014, Board of Directors of Jazztel have created a working committee of independent Directors, including, José Luis Díez García, María Luisa Jordá Castro, Pedro Ángel Navarro Martínez and María Antonia Otero Quintas, with José Luis Diez as its Chairman-Coordinator.
On December 5, 2014, it was announced that European competition authorities will extend their examination of the acquisition of Jazztel plc by Orange (ENXTPA:ORA). The examination has been extended till April 24, 2015. As of January 12, 2015, Orange will finance the acquisition of Jaztel from the sale proceeds of EE Limited. This will allow Orange to not proceed with a new capital increase round to conclude the acquisition of Jazztel. On January 22, 2015, it was announced that European competition authorities resumed their examination of the acquisition of Jazztel plc by Orange (ENXTPA:ORA). The examination has been extended till April 30, 2015. As of March 20, 2015, The European Commission suspended its investigation into Orange's proposed takeover of Jazztel, as it awaits more information from the companies. As of October 16, 2014, Commission has lifted deadline suspension and a new deadline of up till June 1, 2015 has been announced. The European Commission approved the transaction on May 19, 2015. The transaction is still subject to the approval of the CNMV. As on May 26, 2015, Spanish Securities Commission approved the transaction. The offer will be open from May 28, 2015 to June 24, 2015 at an offer price of 13 per share in cash.
The offer is conditional on shareholders of Jazztel holding in aggregate at least 50% plus one share of the maximum theoretical share capital irrevocably accepting the offer. Orange has already secured irrevocable commitments to accept the offer from shareholders representing 14.804% of the issued share capital of Jazztel. Shareholders of Jazztel that wish to accept the offer should contact their custodian, depositary bank, stock broker or other entity through whom their shares are deposited within the acceptance period. If Orange acquires 90% of Jazztel's shares, it will be entitled to execute a squeeze out for the remaining 10%. As of June 2, 2015, the Board of Directors of Jazztel plc approved the transaction. As of June 22, 2015, The Spanish Association of Retail Shareholders of Listed Companies (Aemec) approved the transaction.
Stéphane Courbon, Alexandre Gassi, and Antoine Lepagnot of Bank of America Merrill Lynch, Bank of America Corporation and Luis Riesgo of Banco Santander SA acted as the financial advisors for Orange. Oliver Stacey and Terri Francism of Norton Rose Fulbright acted as the legal advisors for Orange. Linklaters acted as the legal advisor for Jazztel. Luis de Carlos, Edurne Navarro, Gabriel Nuñez and Pablo Gonzalez-Espejo of Uría Menéndez Abogados, S.L.P. acted as legal advisors to Jazztel plc. Luis Riesgo, Miguel Bermudez de Castro, Blanca Puyol, David Hernandez, Paloma Bru, Guillermo Perez-Almendral, Raquel Travesi, Linda Hesse, Robert Mayo of Jones Day acted as legal advisors to Orange. Goldman, Sachs & Co. and JPMorgan Chase & Co. acted as financial advisors for Jazztel. Jacques-Philippe Gunther, Adrien Giraud, Nicolas Cassauba, Mathilde Saltiel and Alice Guerin of Willkie Farr & Gallagher LLP and Rafael Allendesalazar of Martinez Lage Allendesalazar & Brokelmann Sl acted as legal advisors to Orange.
Orange is the French leader of telecommunications company. Net sales (including intragroup) break down by activity as follows:
- telecommunication services for individuals (78.3%): mobile telephone services (254 million clients at the end of 2023; Orange name in France, the United Kingdom and Caribbean, FTP Espana in Spain and PTK Centertel in Poland), fixed telephone services and Internet access (44.5 million clients). The group also offers services for telecommunication operators. Net sales break down by country between France (48.6%), Spain (12.9%), Europe (18.9%), Africa and Middle East (19.6%);
- telecommunication services to businesses (17%): Internet access services, mobile telephone, voice and data transmission services and integration and information management for communication applications;
- telecommunication services to international telecommunication operators (3.2%);
- other (1.5%).
Orange made an offer to acquire Jazztel plc from Alken Asset Management LLP, Alken Asset Management LLP, Leopoldo Fernández Pujals, executive members of Jazztel’s Board of Directors, José Miguel Garcia Fernandez, Chief Executive Officer, José Ortiz Martinez, General Secretary and others for €3.3 billion.