TIDMVOD
RNS Number : 8629P
Vodafone Group Plc
22 August 2014
22 August 2014
VODAFONE GREECE AGREES TO ACQUIRE 72.7% OF HELLAS ONLINE
Vodafone today announces that Vodafone Greece has agreed to
acquire 72.7% of the share capital of Hellas Online SA ("HOL") from
the Intracom Group ("Intracom") and World Equities Investments
Holdings SA ("WEI") for a total cash consideration of EUR72.7m (the
"Transaction"). Completion of the transaction is subject to a
number of conditions, including antitrust clearance by the relevant
competent authorities. The Transaction values the fully diluted
equity of HOL at EUR100m and is equivalent to an enterprise value
of EUR311m including HOL's adjusted net debt of EUR211m (Note
1).
Principal benefits of the transaction
Acceleration of Vodafone's unified communications strategy in
Greece
HOL is a leading provider of broadband and fixed-line telephony
in Greece with around 519,000 customers as at 31 December 2013,
representing a market share of approximately 11% (Note 2). The
Transaction builds on the successful track record of commercial
cooperation between Vodafone Greece and HOL since 2009, when
Vodafone Greece became an 18.5% shareholder, and accelerates
Vodafone's unified communications strategy in Greece. The
Transaction creates a leading integrated telecom operator in Greece
with the number two market position by revenues in both fixed-line
and mobile communications (Note 3). The combined company will have
the scale, management expertise, products and services and funding
needed to compete more effectively in the Greek telecommunications
market.
Cost and capex savings
Vodafone expects to achieve cost and capex synergies with an
annual run-rate of EUR24m before integration costs by the third
full year post completion, equivalent to a net present value of
approximately EUR135m after integration costs. These synergies are
expected to be realised from sharing network and IT infrastructure,
savings on marketing and bill collections, and rationalisation of
overlapping functions.
The Transaction values HOL at a multiple of 4.5x 2013A EBITDA
and 9.8x 2013A OpFCF, which is equivalent to a multiple of 5.6x
2013A OpFCF adjusted for cost and capex synergies (Note 4).
HOL management and employees
Vodafone views the management and employees of HOL as important
to the future success of the enlarged company. HOL's employee base
would also benefit from greater and wider career opportunities
available in a global business such as Vodafone.
Financing
Vodafone will finance the transaction from its existing cash
resources and committed but undrawn bank facilities.
Additional information
For the twelve months ended 31 December 2013, HOL reported total
revenue of EUR227.4m, EBITDA of EUR68.4m and capex of EUR36.7m. As
at 31 December 2013, HOL reported gross assets of EUR281.1m.
Vodafone Greece currently owns an 18.4% stake in Hellas Online.
The Transaction is expected to complete in calendar Q4 2014,
following which Vodafone Greece would own 91.2% of HOL and be under
an obligation to extend a mandatory takeover offer for the
remaining shares in HOL.
Bank of America Merrill Lynch is acting as financial adviser to
Vodafone in connection with the Transaction.
Notes:
1. Adjusted net debt of EUR211m based on reported net debt as at
31 December 2013 of EUR157.3m adjusted for EUR0.7m of derivative
financial instruments, EUR43.1m of related party financing and
EUR10.0m preference shares issued in December 2011
2. Based on Vodafone customer estimates as at 31 December 2013
3. Based on Vodafone revenue estimates for the year ended 31 December 2013
4. Multiples based on an enterprise value of EUR311m, 2013A
EBITDA of EUR68.4m, 2013A OpFCF of EUR31.7m and run-rate cost/capex
savings of EUR24m
- ends -
Enquiries:
Vodafone Group
Investor relations Tel: +44 (0) 7919 990 230
Media Relations www.vodafone.com/media/contact
Bank of America Merrill Lynch Tel: +44 (0) 20 7628 1000
Peter Golob
Ian Ferguson
About Vodafone
Vodafone is one of the world's largest telecommunications
companies and provides a range of services including voice,
messaging, data and fixed communications. Vodafone has mobile
operations in 26 countries, partners with mobile networks in 52
more, and fixed broadband operations in 17 markets. As of 30 June
2014, Vodafone had 436m mobile customers and 9m fixed broadband
customers. For more information, please visit: www.vodafone.com
About Hellas Online
Hellas Online ("HOL") is one of the leading providers of
fixed-line telephony services in Greece, providing a range of voice
and internet access services. HOL owns and operates a large core
backbone network throughout continental Greece and through its
points of presence (PoPs) it offers significant population coverage
of the two largest cities in Greece, Athens and Thessaloniki.
HOL has provided internet access services in Greece since 1993,
having been one of first internet service providers (ISPs) in the
country and has evolved from an ISP to a fixed-line
telecommunications services provider offering a broad range of
retail, business and wholesale services.
Disclaimer
This document does not constitute, or form part, of any offer or
invitation to sell, allot or issue or any solicitation of any offer
to purchase or subscribe for any securities, nor shall it (or any
part of it) form the basis of, or be relied on in connection with,
or act as any inducement to enter into, any contract or commitment
for securities.
Forward Looking Statements
Certain information contained in this document constitutes
"forward-looking statements," which can be identified by the use of
terms such as "may", "will", "should", "expect", "anticipate",
"project", "estimate", "intend", "continue", "target" or "believe"
(or the negatives thereof) or other variations thereon or
comparable terminology. Such statements express the intentions,
opinions, or current expectations of Vodafone with respect to
possible future events and are based on current plans, estimates
and forecasts which Vodafone has made to the best of its knowledge,
but which do not claim to be correct in the future. Due to various
risks and uncertainties, actual events or results or actual
performance of Vodafone may differ materially from those reflected
or contemplated in such forward-looking statements. No assurances
can be given that the forward-looking statements in this
announcement will be realised. As a result, recipients should not
rely on such forward-looking statements. Subject to compliance with
applicable law and regulations, Vodafone undertakes no obligation
to update these forward-looking statements. No representation or
warranty is made as to the reasonableness of such forward-looking
statements. No statement in this document is intended to be nor may
be construed as a profit forecast.
Bank of America Merrill Lynch
Merrill Lynch International ("Bank of America Merrill Lynch"), a
subsidiary of Bank of America Corporation, is acting exclusively
for Vodafone in connection with the Transaction and for no one else
and will not be responsible to anyone other than Vodafone for
providing the protections afforded to its clients or for providing
advice in relation to the Transaction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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