Orange successfully completes $4.4 billion tender offer for Jazztel

Client(s) Orange, S.A.

Jones Day advised Orange SA, a leading global telecommunications company, in connection with the €3.4 billion (US$4.4 billion) friendly tender cash offer at €13 ($16) a share for the acquisition of Jazztel, a listed Spanish company and fourth operator in the telecoms market in Spain. The transaction was conditional upon Jazztel shareholders tendering at least 50.01 percent of the stock, and shareholders representing 94.75 per cent of Jazztel's total share capital accepted Orange's offer. Through this transaction, Orange SA will create the second biggest fixed-line broadband operator and one of the most dynamic players in the mobile segment in Spain.

Jones Day also advised Orange SA in the squeeze-out of the minority shareholders, under which it acquired the remaining 5.25 per cent of Jazztel's share capital at a price of €13 ($16) per share. The squeeze-out represented an additional disbursement of €176 million ($206 million) for Orange. Jazztel's shares were delisted automatically from the Spanish Stock Exchanges at the end of the squeeze-out period.