The CNMC gives the green light to the British fund Zegona to acquire the Spanish business of Vodafone

Zegona now has the clear way to complete the acquisition of the Vodafone subsidiary in Spain that it announced on October 31, after receiving authorization from the European and Spanish competition authorities.

Oliver Thansan
Oliver Thansan
31 January 2024 Wednesday 21:39
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The CNMC gives the green light to the British fund Zegona to acquire the Spanish business of Vodafone

Zegona now has the clear way to complete the acquisition of the Vodafone subsidiary in Spain that it announced on October 31, after receiving authorization from the European and Spanish competition authorities.

“The activities of the parties do not overlap horizontally or vertically in Spain, since Zegona is not currently present in the Spanish market. Therefore, the concentration operation does not significantly modify the structure of the affected markets, producing only a change in the ownership of control of Vodafone in Spain," the National Markets and Competition Commission stated this Thursday in a note issued just 24 hours ago. after his counterpart in Brussels ruled out the need to fully investigate the operation. The authorization is closed in the first phase and without any additional commitment.

Last October, Zegona made an offer to Vodafone to acquire 100% of its business in Spain for 5,000 million euros. According to the statement, the fund takes ownership of Vodafone Holdings Europe S.L.U. (Vodafone), which in turn allows it to acquire control of its respective subsidiaries: Vodafone España, S.A.U, Vodafone ONO, S.A.U., Vodafone Servicios, S.L.U. and Vodafone Energía, S.L.U.

In addition, Zegona has acquired the right to continue exploiting the Vodafone brand for the next 10 years.

Regarding the financing of the operation, the Vodafone Group will provide a loan of up to €900 million through an investment in preferred shares in a newly created entity, EJLSHM Funding Limited, which will use the funds to subscribe for new ordinary shares in Zegona. Vodafone undertakes not to exercise its voting rights in Zegona and this fund to redeem those shares within a maximum period of six years.

The rest of the financing will be addressed through a capital increase by Zegona of up to 600 million euros, of which it will use 400 to contribute to the business and the rest to repay the debt to Vodafone.

The sector hopes that the arrival of Zegona at the helm of Vodafone will be a strong boost for Spanish telecommunications. The Zegona fund is well known in Spain. He was the first shareholder of Euskaltel until MásMóvil acquired the Basque company in 2021. Operations that at the time were led by a strategic man in the Spanish telecommunications sector, José Miguel García, former director of Euskaltel and Jazztel. In them, García demonstrated his ability to boost the value of companies with aggressive strategic campaigns. The line with which the sector is expected to now lead Vodafone.

"The business has many attractions and our objective is to optimize the management of all its assets. The sale of the network is not planned because we think it can give it more value and more traffic in a market as dynamic as the Spanish one," he assured. We see many opportunities in managing the company well," explained Eamonn O'Hara, CEO of Zegona, during the presentation of the operation last October.

The main fear of the staff at Vodafone Spain is the layoff process that the operation could unleash in the coming months.