Orange and MASMOVIL announced the creation of a new Joint Venture, completing the agreement to combine their operations in Spain. Orange and MASMOVIL's shareholders each own a 50% stake of the JV, with equal governance rights in the combined entity. With over 37 million broadband and mobile lines, the new entity becomes the leading player on the Spanish telecoms market in terms of customers, with the ambition to lead the market in talent, user experience, innovation, environmental and social impact, and fiber and mobile coverage.

Its formation creates a sustainable player with the financial capacity to continue investing in next-generation networks for the benefit of the market, consumers and enterprises in Spain. According to revised estimates, the new company is expected to generate synergies of more than 490 million euros per year by the fourth year after closing. Based on preliminary closing accounts, the respective proceeds at closing will be approximately EUR4.4 billion for Orange and approximately EUR1.65 billion for MASMOVIL shareholders.

The companies (Orange Spain and MASMOVIL) will operate as a single entity: the accounts of both companies will be consolidated at the level of a newly registered legal entity (the JV). As planned, the new company will be operational from March 26, 2024. The advisory teams for the parties include: Lead financial advisors: Goldman Sachs Bank Europe SE to MASMOVIL and Lazard Frères to Orange.

Lead debt advisor: BNP Paribas. Joint rating advisors: BNP Paribas and Société Générale. Freshfields to MASMOVIL and Jones Day to Orange, as legal M&A advisors.

Freshfields, Latham and Watkins, Perez Llorca and Gide, as competition law advisors. Simpson Thacher & Bartlett, together with Evergreen Legal, as legal counsel to the Borrowers, for all financing matters related to the transaction, and Linklaters as legal counsel to the Lenders. PWC to MASMOVIL and EY to Orange, as Due Diligence partners.

Also acted as financial advisors to MASMOVIL: BNP Paribas, Evercore, JP Morgan and Santander. Also acted as joint debt advisor: Rothschild & Co.