Two of the world’s leading infrastructure
investors and Vodafone team up to jointly transform Vantage Towers
into a leading player in the European telecoms tower
sector
- The Consortium, as partner to Vodafone, will
co-control Vodafone’s c. 81.7% stake in Vantage Towers and launch a
public takeover offer to the minority shareholders of the company
for the remaining c. 18.3%
- GIP and KKR together with Vodafone intend to provide the deep
infrastructure expertise needed to accelerate Vantage Towers’
strategic and operational development
- The strategic partners intend to support an ongoing
multibillion euro investment program over the next five years in
order to improve Vantage Towers’ existing infrastructure and expand
and upgrade its network
- The Consortium will support the development of Europe’s digital
infrastructure by driving network expansion and enabling the
deployment of next-generation technologies
- The public takeover will be launched at an offer price of EUR
32.0 per Vantage Towers share, representing a 19% premium to the
3-month volume-weighted average share price
Today, a consortium of funds led by Global Infrastructure
Partners (“GIP”) and KKR (together “the Consortium”) entered into a
strategic co-control partnership with Vodafone GmbH (“Vodafone”)
for Vodafone’s c. 81.7% stake in Vantage Towers AG (“Vantage
Towers” or “the company”), a leading telecoms 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 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 c. 18.3% of the share
capital.
GIP and KKR will be investing through their core infrastructure
strategies. Tower Bridge Infrastructure Partners1 will be part of
the Consortium as a co-investor, with additional funding for the
transaction provided by the Public Investment Fund (“PIF”).
Together, GIP, KKR and Vodafone will provide deep infrastructure
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 leading pan-European telecoms tower
business.
Already a leader in its core markets today, Vantage Towers has a
large footprint of approximately 83,000 sites in ten countries,
long-term agreements with high-quality tenants and a deep and dense
network in the markets in which it operates. The company benefits
from consistent organic growth, stable margin development and
strong cash generation driven by significant revenue visibility and
enhanced commercialization of its tower footprint. In 2021, Vantage
Towers signed a landmark 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.
“We’re delighted to join forces with Vodafone and KKR to invest
in Vantage Towers, a high-quality European tower portfolio with
strong upside potential. We are looking forward to capturing the
exciting value-creating opportunities in the European telecoms
infrastructure sector by advancing Vantage Towers’ strategy and
supporting its capacity to build new sites. As strategic partners
with Vodafone and KKR, we will bring our deep infrastructure
expertise and resources to help the company deliver the best data
connectivity for individuals and businesses and contribute to
enabling Europe’s digital future in the interest of all
stakeholders,” said Will Brilliant, Partner and Head of Digital
Infrastructure at GIP.
“Together with our strategic partners Vodafone and GIP, we
believe Vantage Towers’ high-quality footprint and network across
the region ideally position it to meet the ever-growing demand for
mobile connectivity in Europe. We have a shared goal of creating a
pan-European telecoms champion by continuing to grow and develop
the business, leveraging the Consortium’s significant telecoms
infrastructure investment experience and global resources. At KKR
we are long-term conviction investors in Europe’s digital
infrastructure and at Vantage Towers we intend to pursue
value-creating investments to capitalise on the growth in this
sector and to help drive consolidation in a fragmented market,”
said Vincent Policard, Partner and Co-Head of European
Infrastructure at KKR.
“This is a landmark moment for both Vodafone and Vantage Towers.
This transaction successfully delivers on Vodafone’s stated aims of
retaining co-control over a strategically important asset,
deconsolidating Vantage Towers from our balance sheet to ensure we
can optimise its capital structure and generate substantial upfront
cash proceeds for the Group to support our priority of
deleveraging. We are excited to partner with GIP and KKR, both
world-class investors who bring significant expertise in digital
infrastructure and share our long-term vision for Vantage Towers as
we collectively take the business to the next stage of its growth,”
said Nick Read, Vodafone Group Chief Executive.
Investing in the modernization of Europe’s mobile
infrastructure Together, the strategic partners plan to support
Vantage Towers’ multibillion investment program over the next 5
years in order to improve existing infrastructure and to expand as
well as upgrade the network. Through their strategic co-control
partnership, the Consortium and Vodafone intend to support Vantage
Towers to:
- Accelerate the company’s ambitious program to build new sites
for existing clients (“Build-to-suit”, “BTS”) that helps them to
meet their coverage obligations and densification
requirements.
- Enhance Vantage Towers’ commercial capabilities and drive the
utilization of existing assets by capturing additional co-location
opportunities from new and existing third-party customers.
- Expand the company’s activities beyond its core business into
fast-growing adjacent markets such as 5G private networks, data
centers, edge computing, small cells and the internet-of-things
(“IoT”), and deploying fiber to the tower ecosystem.
- Further drive consolidation in the European tower sector.
This European growth strategy is expected to allow Vantage
Towers to further diversify its tenant base, increase the size and
depth of its tower portfolio, while also creating further cost
efficiencies and improving its profitability.
With further investments into Vantage Towers’ network, the
Consortium and Vodafone are supporting Europe’s digitalization
efforts and ensuring that mobile telecommunications infrastructure
can keep up with the rapidly rising demand for data traffic and
connectivity. Emerging trends such as autonomous driving,
telemedicine, virtual/augmented reality, smart farming and IoT
depend on the data services and infrastructure that enable them.
Vantage Towers has the DNA of a carrier-neutral infrastructure
provider, which will play a key role in empowering a sustainably
connected Europe. The Consortium is aware of its responsibility to
provide access to communications services for the community. It
also recognizes the importance of sustainably stewarding these
critical assets and is committed to ensuring that Vantage Towers
remains a highly attractive employer in the industry.
GIP and KKR have a long track record of collaboration in the
infrastructure sector Both GIP and KKR are leading global
infrastructure investors. Together, they form a Consortium with
unique experience and expertise in global infrastructure investing,
particularly in the digital and communications sector. Both
companies share a longstanding institutional relationship and have
a proven track record of acting together within one consortium. The
Consortium is a strong financial partner for Vantage Towers with
access to ample liquidity and long-term value creation objectives
to support the business and the necessary investments at this
pivotal moment for the industry.
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 EUR 32.0 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.
As part of the transaction, Oak BidCo and Vantage Towers have
entered into a Business Combination Agreement in which Vantage
Towers undertook to support the takeover offer. Subject to their
review of the offer document, the management board and supervisory
board of Vantage Towers welcome and support the offer and intend to
recommend that Vantage Towers' shareholders accept the offer. The
current management board members of Vantage Towers will continue to
lead the company.
Further, the Consortium and Vodafone intend to implement a
domination profit and loss transfer agreement (“DPLTA”) if the
final shareholding of Oak BidCo in Vantage Towers is below 95%, or
a squeeze-out of non-Oak-BidCo minority shareholders if the
aggregate shareholding of Oak BidCo in the company is 95% or
higher. Post-closing, Vodafone and the Consortium will consider
removing Vantage Towers’ public listing from the Frankfurt Stock
Exchange.
Offer document and further information The voluntary
public takeover offer will be made pursuant to an offer document to
be approved by the German Federal Financial Supervisory Authority
(BaFin). This offer document will be published following receipt of
permission from BaFin, at which point the initial acceptance period
of the takeover offer will commence. The offer document (in German
and a non-binding English translation) and other information
pertaining to the public takeover offer will be published on the
following website: https://angebot.wpueg.de/oak/.
GIP and KKR are advised by Morgan Stanley as exclusive financial
advisor and Latham & Watkins as legal advisor.
###
About Vantage Towers Vantage Towers is a leading tower
company in Europe with around 83,000 sites in ten countries,
connecting people, businesses and devices in cities and rural
areas.
The company was founded in 2020 and is headquartered in
Düsseldorf. Vantage Towers has been listed on the Deutsche B�rse’s
Prime Standard in Frankfurt since 18 March 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.
While already 100% of the electricity that Vantage Towers uses
to operate its infrastructure is obtained from renewable energy
sources, green energy is increasingly being generated directly on
site with the help of solar panels, micro wind turbines and in
future also hydrogen solutions. This fits well into the overall
strategy of the company to drive a sustainable digitalisation in
Europe and to support partners through technological innovation in
decarbonisation and achieving their climate goals.
For more information, please visit our website at
www.vantagetowers.com, follow us on Twitter at @VantageTowers or
connect with us on LinkedIn at
www.linkedin.com/company/vantagetowers.
About Vodafone Unique in its scale as the largest
pan-European and African technology communications company,
Vodafone transforms the way we live and work through its
innovation, technology, connectivity, platforms, products and
services.
Vodafone operates mobile and fixed networks in 22 countries, and
partners with mobile networks in 47 more. As of 30 June 2022, we
had over 300 million mobile customers, more than 28 million fixed
broadband customers and 22 million TV customers. Vodafone is a
world leader in the Internet of Things (“IoT”), connecting around
160 million devices and platforms.
We have revolutionised fintech in Africa through M-Pesa, which
celebrates its 15th anniversary in 2022. It is the region’s largest
fintech platform, providing access to financial services for more
than 50 million people in a secure, affordable and convenient
way.
Our purpose is to connect for a better future by using
technology to improve lives, digitalise critical sectors and enable
inclusive and sustainable digital societies.
We are committed to reducing our environmental impact to reach
net zero emissions across our full value chain by 2040, while
helping our customers reduce their own carbon emissions by 350
million tonnes by 2030. We are driving action to reduce device
waste and achieve our target to reuse, resell or recycle 100% of
our network waste.
We believe in the power of connectivity and digital services to
improve society and economies, partnering with governments to
digitalise healthcare, education and agriculture and create
cleaner, safer cities. Our products and services support the
digitalisation of businesses, particularly small and medium
enterprises (SMEs).
Our inclusion for all strategy seeks to ensure no-one is left
behind through access to connectivity, digital skills and creating
relevant products and services such as access to education,
healthcare and finance. We are also committed to developing a
diverse and inclusive workforce that reflects the customers and
societies we serve.
For more information, please visit http://www.vodafone.com,
follow us on Twitter at @VodafoneGroup or connect with us on
LinkedIn at http://www.linkedin.com/company/vodafone.
About Global Infrastructure Partners GIP is a leading
independent infrastructure fund manager that makes equity and debt
investments in infrastructure assets and businesses. GIP targets
investments in the energy, transport, digital infrastructure, and
water/waste sectors in both OECD and select emerging market
countries. Headquartered in New York, GIP operates out of 10
offices: New York, London, Stamford (Connecticut), Sydney,
Melbourne, Brisbane, Mumbai, Delhi, Singapore and Hong Kong. GIP
manages c. US $84 billion for its investors. GIP’s portfolio
companies have combined annual revenues of c. US $68 billion and
employ over 100,000 people. For more information, visit
www.global-infra.com.
About KKR KKR is a leading global investment firm that
offers alternative asset management as well as capital markets and
insurance solutions. KKR aims to generate attractive investment
returns by following a patient and disciplined investment approach,
employing world-class people and supporting growth in its portfolio
companies and communities. KKR sponsors investment funds that
invest in private equity, credit and real assets and has strategic
partners that manage hedge funds. KKR’s insurance subsidiaries
offer retirement, life and reinsurance products under the
management of Global Atlantic Financial Group. References to KKR’s
investments may include the activities of its sponsored funds and
insurance subsidiaries.
KKR established its Global Infrastructure business in 2008 and
has since grown to one of the largest infrastructure investors
globally with a team of more than 75 dedicated investment
professionals. The firm currently oversees approximately US$50
billion in infrastructure assets globally as of 30 September, 2022,
and has made over 65 infrastructure investments across a range of
sub-sectors and geographies. KKR’s infrastructure platform is
devised specifically for long term, capital intensive structural
investments.
For additional information about KKR & Co. Inc. (NYSE: KKR),
please visit KKR’s website at www.kkr.com and on Twitter
@KKR_Co.
1 Separately Managed Account managed by GIP
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221109005530/en/
Media Contact Consortium (on behalf of GIP and KKR)
Germany
Thea Bichmann Mobile: +49 172 13 99 761 Email:
thea.bichmann@fgsglobal.com
Christian Falkowski Mobile: +49 171 86 79 950 Email:
christian.falkowski@fgsglobal.com
UK
Alastair Elwen Telephone: +44 20 7251 3801 Email:
alastair.elwen@fgsglobal.com
Sophia Johnston Telephone: +44 20 7251 3801 Email:
sophia.johnston@fgsglobal.com
KKR (NYSE:KKR)
Historical Stock Chart
From Jul 2024 to Aug 2024
KKR (NYSE:KKR)
Historical Stock Chart
From Aug 2023 to Aug 2024