Freshfields Bruckhaus Deringer, Pérez-Llorca, Jones Day and Latham & Watkins are all behind a multi-billion-euro telecommunications merger between European majors Orange and MásMóvil.
The two companies have agreed to combine their business in Spain in a €18.6 billion, 50-50 joint venture, according to a joint statement. Orange, the French operator with an international foothold, and MásMóvil, the regional Spanish operator, have been in exclusive negotiations since March.
Freshfields and Pérez-Llorca are advising MásMóvil on the deal, and Jones Day and Latham & Watkins are acting for Orange, according to people at the four firms.
The final agreement sets Orange Spain’s enterprise value at €7.8 billion euros and MásMóvil’s at €10.9 billion. The agreement also includes a right to trigger an IPO under certain conditions for both parties after a defined period and, under such conditions, Orange has an option to take control of the combined entity at IPO price, according to the operator’s announcement.
The deal is subject to approval by the European Commission and administrative authorities and is expected to close during the second half of 2023.
Freshfields is advising MásMóvil on M&A and competition aspects, with partners Armando Albarrán and Thomas Wessely leading the team.
Juan Jiménez-Laiglesia led the Pérez-Llorca team that also advised MásMóvil on competition throughout the entire deal process, alongside Freshfields. The firm is still advising MásMóvil for authorization in antitrust and competition.
Jones Day is leading for Orange on the M&A front, as well as structuring, due diligence and financing aspects of the agreement. The cross-border team in Madrid, São Paul, Mexico City, Paris, New York and London assisted Orange on the €6.6 billion financing it raised in connection with the combination, led by Spain partner Luis Riesgo, according to the firm.
Paris- and Brussels-based Latham & Walkins teams advised Orange on antitrust matters, led by partners Jacques-Philippe Gunther and Adrien Giraud from Paris, and partner Carles Esteva-Mosso from Brussels.
On the merger, Christel Heydemann, CEO of Orange, said: “This deal paves the way for the creation of a joint company that combines the forces of Orange and MásMóvil into a single, stronger operator that will enable investments in 5G and Giber, benefiting customers across Spain.”
MásMóvil CEO Meinrad Spenger anticipates the merger will “drive competition, digitization and innovation in the Spanish market.”