Iliad’s acquisition of Polish mobile group Play for €2.23bn

By Aron Adamski, BSc Economics @LSE

©Play Communications

OVERVIEW OF THE DEAL:

  • Announcement date: 21/09/2020
  • Industry: Telecommunication
  • Implied EV/LTM EBITDA: 7.12x
  • Deal consideration: All-cash
  • Acquirer advisors: Société Generale, Lazard, Deloitte (transaction structuring, P/L & BS analysis)
  • Target advisors: J.P. Morgan

French telecom group Iliad acquired 59.8% stake in mobile provider, Play Communications, from Nationale-Nederlanden for €1.33bn. Iliad acquired shares at an offer per share of €8.72 in cash. In a related transaction Iliad acquired 40.2% stake in Play from Kenbourne and Tollerton for €896.3mn. Under the terms of the transaction, Iliad will also pay €8.72 per share, representing a 45% premium to share price 5 days before the announcement.

The transaction was financed with debt and available cash, with acquisition financing secured with a pool of international banks. Iliad has secured six out of nine board seats in Play. The transaction has been unanimously approved by the board of directors of Iliad and Play.

EPS accretion.

The acquisition will be accretive for Iliad’s shareholders in terms of both EPS and FCF per share as from the very first year. The majority of value creation is expected to take place as result of synergies in digitalisation, internalisation, procurement and broadband know-how transfers from Iliad to Play.

COMPANY DETAILS: Iliad S.A.

©Iliad
  • Founded in: 1987
  • Headquartered in: Paris, France
  • Market Cap: €11.03bn
  • EV: €17.8bn
  • LTM EBITDA: €1.62bn
  • EV/ LTM EBITDA: 11x

Iliad S.A. is a French provider of telecommunication services. It offers its subscribers internet access, telephony services, television with 600 channels, catch-up TV, video on demand, video games, as well as subscription to pay-TV packages and channels consisting of Canal+ and beIN Sports. The company also provides hosting services and the purchase and resale of domain names. As of 2017, Iliad had approximately 6.5mn broadband subscribers and 13.7mn mobile subscribers.

COMPANY DETAILS: Play Communications S.A.

©Play Communications
  • Founded in: 2005
  • Headquartered in: Luxembourg
  • Market Cap: €2.17bn
  • EV: €3.58bn
  • LTM EBITDA: €523mn
  • EV/ LTM EBITDA: 6.85x

Play provides mobile telecommunications services in Poland. The company offers mobile voice, messaging, data, and TV and video streaming services to consumers and businesses, which primarily include small office/home office subscribers and small/medium enterprises on a contract and prepaid basis. It also sells handsets and other devices under the PLAY brand. As of 2019, it had 15.3mn mobile subscribers; and operated 764 Play branded stores.

STRATEGIC RATIONALE:

ACQUISITION OF A LEADING TELECOM OPERATOR IN POLAND

Poland is one of the most attractive telecom markets in Europe in terms of growth capacity and size. Play is the largest operator in the Polish mobile market with a 29% market share and it experienced CAGR service revenue growth of 6.8% between 2015 and 2020.

Mobile subscriber market share: Play is the leading Polish provider.
Market shares of operators in terms of number of users: Play successfully disrupted the Polish mobile market.

Hence, acquiring Play enables Iliad to build stronger, more diversified and more valuable combined business. As result of the deal, Iliad will be able to address multiple geographies across Europe with a combined 165mn inhabitants, and will expand the number of its mobile subscribers to 35mn, strengthening its top 10 European mobile telco position.

European mobile subscriber base (millions): combined group will become 6th biggest provider.

RISKS AND UNCERTAINTIES:

Telecom industry has seen depressed valuations across the sector over the past year due to heavy debt burdens and lower earnings, enabling some players, including Iliad, to acquire competitors relatively cheaply. However, Iliad isn’t the only agressive acquirer in Europe. Spain’s Cellnex recently announced its acquisition of CK Hutchinson’s European towers for €10bn, and American Tower acquired Telxius for €7.7bn. Hence, the fight for Europe’s telecom is still on and it remains to be seen who will come out victorious.

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