S.C. Orange România S.A. entered into an agreement to acquire 54.01% stake in Telekom Romania Communications S.A. from Hellenic Telecommunications Organization S.A. (ATSE:HTO) for approximately 270 million on November 6, 2020. Under the terms, the consideration is on a cash free debt free basis and is subject to customary adjustments at closing of the transaction such as for net debt, working capital and pre closing items. Hellenic will retain ownership of Telekom Romania Mobile. Post completion of the transaction, the customers will migrate to Orange Romanias network. Telekom Romania reported revenues of 622 million in the year 2019.
The transaction is subject to customary closing condition including antitrust clearance by the European Commission and other relevant authorities and regulatory approvals. Until this approval and the completion of the transaction is obtained, both companies will continue to operate independently. The transaction was notified to the Commission on June 8, 2021. As of June 23, 2021, European Commission notified that closing of the takeover will happen on July 13, 2021. As of July 14, 2021, European Commission informed that it will make a ruling on Oranges proposed acquisition of Telekom Romanias fixed-line business on July 28, 2021. As of July 22, 2021, Romania's National Audiovisual Council has been notified of the transaction by two Telekom Romania companies related to Telekom Sport, namely Telekom Romania Communications and NextGen Communications. As of July 28, 2021, the transaction is conditionally approved by the European Commission subject to the sale of Telekom Romania Communications's minority stake in Telekom Romania Mobile Communications. The transaction is expected to be completed within the second half of 2021. The proceeds from the transaction after transaction expenses and required provisions will be distributed to shareholders of Hellenic. The sale is not expected to have a material impact on Hellenics free cash flow outlook or its debt position. Barclays Bank PLC acted as financial advisor and Sean Geraghty, Smridhi Gulati, Timothy Bowden, Daniel Hawthorne and James Stonehill of Dechert LLP, Thomas Wessely and Andreas Von Bonin of Freshfields Bruckhaus Deringer LLP, Eversheds Sutherland and Cadwalader, Wickersham & Taft LLP acted as legal advisors to Hellenic Telecommunications Organization S.A. in the transaction. Arnaud Burger and Amaury Herrbach of SG Corporate & Investment Banking acted as financial advisor to Orange S.A., indirect parent of S.C. Orange România S.A. Jacques-Philippe Gunther and Adrien Giraud of Latham & Watkins LLP (Paris) and Oliver Stacey of Norton Rose Fulbright LLP acted as legal advisors to Orange. Bogdan C. Stoica, Irina Ivanciu, Mihaela Ion and Alexandru Ambrozie of Popovici & Asociatii and François dOrnano of DOrnano Partners acted as legal advisors to Orange.
S.C. Orange România S.A. completed the acquisition of a 54.01% stake in Telekom Romania Communications S.A. from Hellenic Telecommunications Organization S.A. (ATSE:HTO) for approximately 300 million on September 30, 2021.