2 minute read | November.10.2022
Orrick advised tower infrastructure operator Vantage Towers AG on the creation of a joint venture between Vodafone GmbH and a consortium of long-term infrastructure investors led by KKR and Global Infrastructure Partners (GIP) for Vodafone’s 81.7% stake in Vantage Towers.
Vodafone will contribute its shares in Vantage Towers into the joint venture by way of a capital increase against new joint venture shares. The consortium led by GIP and KKR will obtain a shareholding in the joint venture of up to 50% by acquiring joint venture shares from Vodafone for cash. The joint venture has also announced that it will make a voluntary takeover offer for the outstanding Vantage Towers shares that are not held by Vodafone pursuant to the German Securities Acquisition and Takeover Act.
The valuation per Vantage Towers share agreed with Vodafone GmbH of EUR 32.00 per share amounts to a market capitalization of Vantage Towers of approx. €16,185,032,480.
As part of the proposed transaction, Vantage Towers and the joint venture have also agreed on a Business Combination Agreement, which sets out the cornerstones of their partnership.
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 Börse’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 was advised by an Orrick team led by Düsseldorf-based partners Wilhelm Nolting-Hauff, Oliver Duys and Nikita Tkatchenko and included Christoph Rödter, Stefan Renner, Julia Schmitz, Carolin Ostendorf, Ben Boi Beetz, Viktor Kolberg, Johannes Niegemann, Marvin Aideyan, Alessandro Saitta, Lars Mesenbrink, Julia Fabian, Timo Holzborn, André Zimmermann, Marianna Karapetyan, Hendrik Völkerding and Christian Schröder from our Düsseldorf and Munich offices.
Vantage Towers’ inhouse legal team was led by Christian Sommer, Management Board Member and Chief Legal Officer, and included Juliane Thon, Senior Corporate Lawyer at Vantage Towers.