Investor Presentaiton
Key transaction highlights
X
Transaction
structure
Sale by Nethys of 100% of the shares in VOO SA to NewCo, a special purpose vehicle to be incorporated by Orange Belgium
prior to Closing, followed by the acquisition by Nethys of shares in NewCo representing 25% plus one share on the fully diluted
share capital of NewCo
Rights for Nethys to contribute its stake in NewCo to OBE in the first years post closing at its discretion
Liquidity mechanism: Nethys' PUT option and OBE/Orange CALL option on Nethys' shares in NewCo or OBE
Possibility for Nethys to keep minority stake on the long run (equivalent of 10% in Newco)
KM
Transaction
consideration
Enterprise Value: €1,800m EV implying 9.5x 2021E EBITDAAL' pre-synergies and 6.5x post-synergies
Value creation for all
stakeholders
Strong industrial project underpinned by the complementarity of the two assets, teams and cultures
Support to reinforce the upgrade of VOO's high-speed cable network to DOCSIS 3.1 and rapid FttH deployment
Clear value creation potential due to identified areas of material & actionable synergies
$
Financing
strategy
Next steps
Notes:(1) €190m; (2) based on OBE EBITDAAL accounting policy.
A 100% cash transaction for Orange Belgium, financed via an intercompany loan from Orange Group
Estimated combined Orange Belgium 2022e pro-forma Net Debt/EBITDAaL² at c. 3.5x
Transaction subject, in particular, to customary European Commission authorization and Brutélé TMT business contribution at
closing
Expected closing: 2022View entire presentation