Deutsche Telekom and Tele2 AB will sell T-Mobile Netherlands to private equity funds advised by Apax Partners and Warburg Pincus for 5.1 billion euros. The deal follows DT's 0.7 billion euros divesture of its Dutch mobile tower business earlier this year.
T-Mobile NL is the leading mobile operator in the Netherlands with a market share of 42% in 2020 based on number of mobile SIMs. T-Mobile NL successfully entered the fixed market with the acquisition of Thuis in 2016 and further reinforced its market position by forming a strategic partnership with Open Dutch Fiber (owned by KKR and DTCP) in 2021. It now serves around 700,000 broadband customers as end of second quarter of 2021.
“Through our dedicated value creation plan and T-Mobile NL’s unique challenger mind-set, we have successfully transformed T-Mobile NL into the fastest growing MNO in Europe. I am proud of what the entire Dutch Team lead by Soren Abildgaard has achieved through their relentless efforts and clear customer focus and I am thankful for the valuable support of Johan Andsjö as the leading member in the advisory board. In Apax and Warburg Pincus we are convinced we have found the perfect partners for T-Mobile NL to take the company to the next level of growth and continue the FMC Challenger Strategy,” said Thorsten Langheim, Board member for USA and Group Development Deutsche Telekom AG, and responsible for T-Mobile NL.
Upon closing of the transaction, Deutsche Telekom will receive approximately 3.8 billion euros net cash proceeds from the transaction and deconsolidate T-Mobile NL, which generated 2,008 million euros of revenues and 582 million euros of adjusted EBITDA AL in the last twelve months as of June 30, 2021. Cash proceeds to Deutsche Telekom are net of proceeds to 25 percent shareholder Tele2 and other debt items.
Deutsche Telekom and Cellnex Telecom will merge their respective Dutch mobile communications infrastructure companies into Cellnex Netherlands BV (Cellnex NL). Both companies will also become anchor investors in the newly established and independently managed Digital Infrastructure Vehicle (DIV), an investment fund focused on European digital infrastructure.
- Deutsche Telekom operates its Dutch telecommunications tower business in T-Mobile Infra BV, with ca. 3,150 towers and rooftop sites.
- The business of Cellnex NL, a subsidiary of Cellnex, comprises 984 cell sites.
The enlarged company, with ca. 4,310 sites including planned new build of 180 sites, will be the largest independent cell mobile tower company in the Netherlands.
T-Mobile Netherlands will continue to have full access to the contributed infrastructure through a long-term service agreement at arm’s length.
In a first step Deutsche Telekom is transferring T-Mobile Infra to the newly established and independently managed fund Digital Infrastructure Vehicle (DIV).
Deutsche Telekom will receive a EUR 250 million cash payment out of the transaction and a shareholding in DIV in exchange for the T-Mobile Infra business. This translates into a capital commitment of Deutsche Telekom of ca. EUR 400 million to the fund. Cellnex has also agreed, as part of the transaction, to commit EUR 200 million of capital to DIV.
In a second step, DIV will contribute the received T-Mobile Infra business to Cellnex NL. In return, DIV receives approximately 38 percent economic interest in Cellnex NL.
In addition to the anchor investors Deutsche Telekom and Cellnex, DIV will be open to institutional investors. Deutsche Telekom intends to hold a limited partner stake of around 25 percent in the fund after the envisaged third-party investments.
