GIP and KKR-led Consortium Enters Into Strategic Co-control Partnership With Vodafone to Invest in Vantage Towers AGNovember 9, 2022
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 32.0per Vantage Towers share, representing a 19% premium to the 3-month volume-weighted average share price
GIP and KKR will be investing through their core infrastructure strategies.
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
“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
“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
“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
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
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
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
Offer document and further information
The voluntary public takeover offer will be made pursuant to an offer document to be approved by the
GIP and KKR are advised by Morgan Stanley as exclusive financial advisor and
About Vantage Towers
Vantage Towers is a leading tower company in
The company was founded in 2020 and is headquartered in Düsseldorf. Vantage Towers has been listed on the Deutsche Börse’s Prime Standard in
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
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
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.
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
We have revolutionised fintech in
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.
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
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
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
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