Luxembourg-based telecoms group Altice SA has proposed a corporate restructuring involving a cross-border merger between a newly formed Dutch entity, Altice NV, as the acquiring company, and Altice SA as the company ceasing to exist. The merger consideration reflects Altice’s current enterprise valuation of EUR61.9 billion and equity value of EUR32.5 billion – an increase of 557% since the company’s initial public offering (IPO) took place on 31 January 2014.
Under the merger, shareholders of Altice will receive three common ‘A shares’ with one voting right each and a nominal value of EUR0.01 (USD0.01), and one common ‘B share’ with 25 voting rights each and a nominal value of EUR0.25, in exchange for each issued and outstanding share in the capital of Altice. Both A shares and B shares will have equal economic rights and will be listed on Euronext Amsterdam (AMX). Following the listing, shareholders in Altice NV will be allowed to convert their B shares into A shares at a 1:1 ratio. The boards of directors of both Altice NV and Altice have approved and recommend the merger.
Meanwhile, it is envisaged that ahead of the merger being completed, Altice will transfer (substantially) all of its assets and liabilities to a newly incorporated subsidiary Altice Luxembourg SA, a public limited liability company governed by the laws of the Grand Duchy of Luxembourg. The transfer has been approved and unanimously recommended by the boards of directors of Altice and Altice Luxembourg SA.
Both the transfer and the merger require approval by a majority of at least two-thirds of the votes cast at an extraordinary general meeting (EGM) in which at least 50% of the share capital of Altice is present or represented. The EGM will be convened during the first week of July. Shareholders holding, in the aggregate, approximately 64.6% of the shares of Altice have irrevocably undertaken to vote in favour of the transfer and the merger.
Dexter Goei, CEO of the Altice Group, commented: ‘Pursuant to the merger, the group will benefit from a powerful equity acquisition currency without prejudicing voting control of the company’s founding shareholder group. This will further strengthen Altice’s position in the next phase of value-enhancing growth.’