Free to acquire Poland’s Play for €2.2bn

French service provider Free/Iliad Telecom has launched a public offer for Polish mobile operator Play, potentially enabling it to launch in a third major European market after France and Italy.

Free is aiming to secure control of Play and has struck an agreement in principal to take over the 40% controlling stake held by the group’s two major existing shareholders – Iceland’s Novator Partners and Tollerton.

The French group, controlled by Xavier Niel, is paying €2.2 billion for control of 100% of Play’s share capital, giving  the country’s leading mobile operator an enterprise value of about €3.5 billion. The PLN39 a share offer represents a premier of 38.8% over the last closing price of Play shares and a premium of about a third on the 30-day trading average.

Free highlighted what it described as similarities between the two groups. Play was the last entrant in the Polish mobile market, but has come from behind to secure a 29% market share with about 15 million subscribers. Play turned in revenues of €1.6 billion over the last 12 months and delivered an EBITDAaL margin of 32.1%.

Free intends to apply its expertise to securing further growth by the Polish operator, including by entering the fixed market and contributing to the digital services offered by the operator. Play provides an OTT TV service among other things.

Free’s entry into the Polish market brings it head to head with one of its main rivals in its domestic market – Orange – and may prompt the latter to expand more rapidly in fixed, possibly through acquisition.

The all-cash transaction will be financed by a mix of cash and debt.

Thomas Reynaud, CEO of Iliad Telecom said: “This wonderful industrial transaction constitutes a new avenue of growth for Iliad Group and gives it access to one of the telecom markets in Europe with the greatest potential. The common know-how of the Play and Iliad teams is going to come to reinforce the fundamentals of Iliad Group in combing growth and innovation. Thanks to this transaction, Iliad will become the number six telecom operator in Europe. Fully engaged in the deployment of its Odyssée 2024 plan, Iliad is a solid group that is pursuing its development plan with confidence.”

Jean-Marc Harlon, president of Play, said: “This coming together with Iliad Group’s brand is an important stage in the history of Play that is going to accelerate its development in fixed services. Play and Iliad share values and a common vision. Convinced of the compelling industrial logic and the creation of value for the shareholders of Play, our administrative council unanimously recommends this transaction.”.

In other Polish news, pay and free TV operator Cyfrowy Polsat’s free-to-air commercial broadcast arm Telewizja Polsat has acquired ZPR Media, owner of TV channel operator Spektrum TV, whose main TV assets are channels Fokus TV and Nowa TV.