Orange Group has dismissed demands to increase its buyout offer for the rest of Orange Belgium, reiterating the bid presents ‘a unique opportunity for all shareholders to immediately monetise their equity interest on attractive terms’. The French group’s EUR22 (USD26.2) per share bid price has been described as ‘derisory’ by minority shareholder Polygon Global Partners, which is refusing to tender its 5.29% stake at that rate.
Orange has stated that it does not intend to change the price of its offer, which reflects premiums of 36%, 48%, 49% and 38% respectively on the last closing price and volume weighted average prices over the last three, six and twelve months preceding the announcement of the deal. It also highlighted that a report by the mandated independent expert Degroof Petercam concluded the rate did not disregard the interests of minority shareholders.
Responding to Polygon’s claim that the Belgian subsidiary’s tower infrastructure assets could be worth as much as EUR8 per share, Orange reaffirmed there is no hidden value as all operators in Belgium benefit from the regulatory framework which provides for an obligation to share antenna sites at a regulated price since 2008. This regulation sets the Belgian towers market apart from other European markets, it noted. In addition, Orange Belgium’s priority remains the optimisation of the management of its sites and the reduction of its tower fleet through the implementation of the agreement for the sharing of active and passive equipment (RAN sharing) signed in 2019 with Proximus. Under these conditions, a sale of towers would be assimilated to a simple financial sale-and-lease-back transaction which would reduce Orange Belgium’s capacity to create value. For these specific reasons, Orange is therefore neither considering the integration of the consolidated assets of Orange Belgium into its European TowerCo TOTEM nor a sale to a third party. These considerations are already fully taken into account in the offer price, Orange stressed.