French telecoms group Orange has announced it plans to launch a conditional voluntary public takeover bid on all the shares it does not already own in Orange Belgium and will consider delisting the firm if the conditions are met. The offer will be funded using part of the EUR2.2 billion (USD2.66 billion) received following the successful resolution of a tax dispute in France.
The cash offer of EUR22 per share, which would not be subject to any minimum acceptance threshold, represents a 35.6% premium compared to the closing price of Orange Belgium on 2 December 2020. According to the press release, if Orange Group owns, following the offer, at least 95% of the securities with voting rights and has acquired, by acceptance of the offer, securities representing at least 90% of the share capital with voting rights that is the subject of the offer, the offer will be followed by a simplified squeeze out at the same conditions.
According to Orange, the project is part of the group’s continued efforts to adapt the capital structure of its subsidiaries to their needs. ‘The objective is to strengthen the Orange Group’s position in order to allow Orange Belgium to more efficiently deploy its strategy for long-term value creation and to react more effectively to major transformations in the Belgian market through greater financial flexibility,’ it stated, adding: ‘a delisting of Orange Belgium can be envisaged if the applicable thresholds are met, since the strategic ambitions of the entity can be realised without recourse to the public capital markets’.
Orange Belgium is currently 52.91% owned by Orange Group via holding company Atlas Services Belgium (ASB), with investment management firms Polygon Global Partners and Boussard & Gavaudan having stakes of 5.05% and 3.02% respectively. The remaining 39.02% is in free float. Orange stressed the announcement is only the expression of an intention and does not constitute a formal notification of a voluntary public takeover bid under Belgian law. Whether, when and under what conditions the voluntary public takeover bid is launched depends on a number of factors, including general market conditions, future developments in financial markets and evaluation of the offer price by an independent expert.