Orange and Masmovil to combine in €18.6 billion merger

Clients Orange, S.A.

Jones Day is advising Orange, S.A. ("Orange"), one of the world's leading telecommunications operators, on the combination of their telecom business in Spain with Masmovil, one of the leading telecommunications operators in Spain, for an enterprise value of €18.6 billion (€7.8 billion for Orange Spain and €10.9 billion for Masmovil). The created 50-50 joint venture will be controlled by Orange and the current shareholders of Masmovil, and includes the right to trigger an IPO under certain circumstances for a defined period after the closing and, in such a scenario, an option for Orange to take control of the combined entity at IPO price. The transaction is subject to approval from the European Commission and other relevant administrative authorities and is expected to close during the second half of 2023.

In addition to the M&A representation, Jones Day advised on the structuring, due diligence, and financing aspects of this transaction, with a cross-border team in Madrid, São Paulo, Mexico City, Paris, New York, and London, that assisted Orange on the €6.6 billion financing raised in connection with the combination, one of the largest leveraged finance transactions in Europe in 2022 to date.