KPN-Telefonica German Merger of Foes Augurs More Dealmaking
By Manuel Baigorri, Adam Ewing & Aaron Kirchfeld - Jul 24, 2013 12:56 PM
Telefonica SA (TEF) and Royal KPN NV’s $10.7 billion German wireless merger, combining two of Europe’s fiercest competitors, sets up the likelihood of more deals in a region where phone stocks have lost about 40 percent since 2007.
Talks between “Teresa” and “Kate,” as the two companies were codenamed during negotiations, have been held on and off for a decade, and they heated up last week, according to people familiar with the matter, asking not to be identified because the deliberations were private. Over the weekend, the discussions were almost called off because KPN demanded a higher price for the E-Plus division, the people said.
Enlarge image KPN-Telefonica German Merger of Foes Presages More Dealmak
Senior Telefonica executives were surprised by the announcement yesterday as the Spanish carrier has for the past year been disposing of assets instead of looking for ways to bulk up its German businesses, people familiar with the matter said. Photographer: Angel Navarrete/Bloomberg
Enlarge image KPN-Telefonica German Merger of Foes Presages More Dealmaking
KPN and Telefonica, which operates under the O2 brand in Germany, said their deal will result in cost savings and additional revenue amounting to 5 billion euros to 5.5 billion euros. Photographer: Ralph Orlowski/Bloomberg
With earnings under pressure, carriers from EE in the U.K. and France’s SFR to Telecom Italia SpA (TIT) and Spain’s Yoigo are considering partnerships or share sales. Vodafone Group Plc (VOD) already snapped up Kabel Deutschland Holding AG (KD8) last month for $10 billion. And now KPN and Telefonica uniting signals the industry is ripe for more combinations, said Espen Furnes, who helps oversee $75 billion at Storebrand Asset Management.
“Carriers are finally coming to grips with reality,” said Oslo-based Furnes. “Finally we’re starting to see some consolidation.”
The German deal adds a dimension to the relationship of Telefonica Chief Executive Officer Cesar Alierta and KPN investor Carlos Slim, who are feisty rivals in Latin America. Although Slim’s America Movil SAB owns almost 30 percent of KPN as its largest shareholder, it’s unclear whether he personally supports the E-Plus sale, two people familiar with the matter said. A spokesman for America Movil declined to comment.
Slim Bid?
The sale also removes a restriction that capped Slim’s stake in KPN at about 30 percent, KPN said today. To buy KPN outright, America Movil would need to cancel a share buyback and obtain $4 billion of debt financing, Sanford C. Bernstein & Co. analysts said in a note. It could also partner with AT&T Inc. (T) for a bid, they said. KPN rose as much as 3.6 percent and added 3.4 percent to 1.91 euros at 12:53 p.m. in Amsterdam.
Ward Snijders, a spokesman for the Hague, Netherlands-based KPN, and Miguel Angel Garzon, a spokesman for Madrid-based Telefonica, declined to comment on how the deal came together.
European mobile carriers’ sales have slid for at least four years as almost everyone already has a mobile phone and rivalry between operators in the small national markets has eaten into call and data prices. The need for capital spending hasn’t eased as users demand faster speeds -- yet aren’t willing to pay more.
German IPO
After Vodafone agreed to buy Kabel Deutschland, Germany’s No. 1 cable provider, in June, KPN and Telefonica resumed talks over a deal because of heightened competition, the people said.
The cash-and-stock agreement for Telefonica Deutschland Holdings AG to acquire E-Plus would create an entity with more than 43 million customers, toppling market leaders Deutsche Telekom AG (DTE), with 37 million, and Vodafone’s 32.4 million, data compiled by Bloomberg showed. The combination remains smaller than Vodafone and T-Mobile by sales, the data showed. The purchase would be the biggest European wireless deal this year.
Senior Telefonica executives were surprised by the announcement yesterday as the Spanish carrier has for the past year been disposing of assets instead of looking for ways to bulk up its German businesses, the people said. Those sales included almost a quarter of Telefonica Deutschland in Europe’s biggest initial public offering last year.
Although Telefonica Deutschland shares were trading close to their IPO price before the deal, they have outperformed KPN’s stock, which had lost almost 30 percent this year before the talks with Telefonica were reported this week.
Shrinking Bills
Standard & Poor’s and Moody’s Investors Service, which effectively blocked Telefonica’s bid to merge its German unit with E-Plus last year over concerns about the Spanish carrier’s debt, support the deal this time, two of the people said.
Morgan Stanley, Citigroup Inc. and HSBC Holdings Plc advised Telefonica, while KPN was assisted by Goldman Sachs Group Inc. and JPMorgan Chase & Co. Telefonica Deutschland was advised by Bank of America Merrill Lynch and UBS AG.