Global Infrastructure Partners and KKR Moves on Vantage Towers AG

Posted on 11/10/2022

Leading an investor consortium, Global Infrastructure Partners and KKR entered into a strategic co-control partnership with Vodafone GmbH for Vodafone Group Plc’s approximate 81.7% stake in Vantage Towers AG, a telecomunications tower company in Europe. Vodafone will transfer its stake in Vantage Towers to a holding company (Oak BidCo), which will be indirectly co-controlled by Vodafone and the investor consortium. The Consortium will obtain a shareholding of up to 50%. Oak BidCo will launch a voluntary public takeover offer for all outstanding free float shares of Vantage Towers AG comprising around 18.3% of the share capital. Vantage Towers was founded in 2020 and is headquartered in Düsseldorf. Vantage Towers has been listed on the Deutsche Börse’s Prime Standard in Frankfurt since March 18, 2021. The shares are included in the MDAX, TecDAX, STOXX Europe 600, and FTSE Global Midcap Indices. Vantage Towers’ portfolio includes towers, masts, rooftop sites, distributed antenna systems (DAS) and small cells. By building, operating and leasing this infrastructure to MNOs or other network providers such as IoT companies or utilities, Vantage Towers is making a significant contribution to a better-connected Europe.

DEAL NOTE: Total enterprise value of €13.9 billion. Enterprise value is based on: 505.8 million shares multiplied by the offer price of €32 per share, plus Vantage Towers’ net debt (€1.9 billion, as of 31 March 2022), less adjustments (€4.2 billion) for Vantage Towers’ shareholdings in INWIT (33.2%) and CTIL (50.0%). The gross offer price will be €32.00 per Vantage Towers share; this corresponds to the valuation per Vantage Towers share agreed with Vodafone GmbH and amounts to a total value of all Vantage Towers shares of approximately €16,185,032,480.

GIP and KKR will be investing through their core infrastructure strategies. Tower Bridge Infrastructure Partners will be part of the Consortium as a co-investor, with additional funding for the transaction provided by Saudi Arabia’s Public Investment Fund (PIF).

Together, GIP, KKR and Vodafone will provide expertise to help advance the company’s strategic plans. The Consortium and Vodafone share a joint ambition to accelerate the company’s growth trajectory through additional investments by Vantage Towers in its network and expansion into fast-growing adjacent markets. The Consortium and Vodafone aim to expand Vantage Towers’ business to create a pan-European telecommunications tower business.

Currently, Vantage Towers has a footprint of approximately 83,000 sites in ten countries, long-term agreements with tenants and a network in the markets in which it operates. In 2021, Vantage Towers signed an agreement with 1&1 Mobilfunk GmbH to support the company in the rapid roll-out of its 5G network, covering potentially up to 5,000 existing sites throughout Germany for the next 20 years.

Voluntary takeover offer
As part of their strategic co-control partnership, the Consortium and Vodafone will launch a voluntary public takeover offer to the shareholders of Vantage Towers through Oak BidCo. Vantage Towers’ shareholders will be offered €32.00 per share in cash. Vantage Towers’ shareholders will benefit from a 19% premium to the 3-month volume-weighted average share price. The voluntary takeover offer will be subject to various customary offer conditions, including the receipt of regulatory antitrust and FDI approvals, with closing expected in the first half of 2023.

GIP and KKR are advised by Morgan Stanley as exclusive financial advisor and Latham & Watkins as legal advisor. In connection with the transaction, Rothschild & Co is acting as financial adviser to Vantage Towers, and Orrick Herrington & Sutcliffe is acting as legal adviser to Vantage Towers.

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