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World Orange launches an OPA on its subsidiary in Belgium

14:20  13 april  2021
14:20  13 april  2021 Source:   pressfrom.com

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Orange lance une OPA sur sa filiale en Belgique © Nicolas Sandanassamy / Capital Orange launches an OPA on its subsidiary in Belgium Orange offers 22 euros per share to acquire Orange Belgium, its subsidiary in Belgium. An operation at nearly € 0.6 billion. Regarding Tower Infrastructure Assets, Orange reaffirmed that there was no "hidden value".

Orange launches an OPA on Orange Belgium. A transaction at the price of 22 euros per share, which emphasizes premiums of 36%, 48%, 49% and 38% respectively compared to the last closing price and the average courses weighted by volumes over 3 months, 6 months and 12 months preceding the announcement of the operation. Degroof Petercam Corporate Finance SA has been mandated as an independent expert and concluded that the offer price does not unknown the interest of minority shareholders. Regarding Tower Infrastructure Assets, Orange reaffirmed that there was no "hidden value".

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"In Belgium, all operators benefit from the regulation that provides an obligation to share antenna sites at a regulated tariff since 2008, specifies the telecom operator. This regulation distinguishes the Belgian market from the Tours of other European markets " In addition, the Group added that Orange Belgium's priority remained the optimization of the management of its sites and the reduction of its towers through the implementation of the active equipment sharing agreement and liabilities. (Ran Sharing) signed in 2019 with Proximus.

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"These elements are already taken into account in full into the price of the offer", specifies Orange , which has not the intention to modify it. "In these circumstances, an assignment of tours would assume to a simple financial operation of Sale-and-Lease-Back, which would deteriorate the value creation capacity of Orange Belgium. For these specific reasons, orange does not intend to Integration of the consolidated assets of Orange Belgium to its European Towerco Totem or an assignment to a third party ".

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but even if Degroof Petercam Corporate Finance concluded that the offer price "did not ignore the interest of minority shareholders", the One of them, in this case Polygon Global Partners LLP, has already manifested its long hostility. "Polygon believes that the price offer of 22 euros per share formulated by Orange It is up to substantially under-assessing Orange Belgium on a stand-alone basis," said the investment company yesterday in a long communiqué. The British, which holds 5.29% of the Belgian operator, adds that the Expert Report of Degroof Petercam "explains and does not sufficiently justify certain assumptions of work and manages to conclusions which, in the opinion of Polygon, do not logically result from a reasonable analysis ".

"More importantly, continuous polygon, [...] Degroof Petercam attributes absolutely no value to the portfolio of Orange Belgium Telecommunication Towers, which is substantially substantial, and therefore, in the opinion of Polygon, does not hold Not consideration of the reality of the economic situation ". For its part, Orange reaffirmed that there was no "hidden value" concerning tour infrastructure assets, due to the specific Belgian regulation that provides for an obligation to share antenna sites at a regulated tariff. Since 2008. The Group has added that Orange Belgium's priority remained the optimization of the management of its sites and the reduction of its towers through the implementation of the sharing agreement (Ran Sharing) signed in 2019 with Proximus.

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"These elements are already taken into account in full in the price of the offer, precise orange. In these circumstances, an assignment of tours would assume to a simple financial operation of Sale-and-Lease-Back which would deteriorate the capacity Orange Belgium Value Creation. For these specific reasons, Orange therefore does not intend to integrate the consolidated assets of Orange Belgium to its European Towerco Totem or an assignment to a third party ". But while the French operator does not intend to modify his offer, Polygon does not seem to have to accept it and think that the other shareholders will not bring their actions more, "less and until that an offer just made ". The British, which has attached the services of the Investment Bank in, considers that the value of Orange Belgium, on a stand-alone basis, is located at a level between 32 and 36 euros per share, "or even Up to 45 euros per share in the case of a partial or total monetization of its telecommunication towers ". The situation therefore seems for the moment in the stalemate.

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