Iliad Set to Acquire Polish Telecom Operator Play

Iliad is set to acquire Play – the leader in the Polish mobile market, with 15 million subscribers – and purchase secured of a 40% controlling interest from Play’s two reference shareholders.

iliad and Play share a similar success story as the most recent entrants in the mobile market in three major European countries. Together, they have 41 million subscribers in France, Poland and Italy. iliad will be the best industrial partner to accompany Play’s
growth in the mobile market and optimize its entry into the fixed market.

A business combination that is in the best interests of iliad’s shareholders: a unique opportunity to enter a major market that is still growing while generating an accretive effect on the Group’s EPS and FCF per share as from the very first year.

The acquisition will be financed by debt and cash. The transaction is underpinned by iliad’s financial strength and will reinforce its growth profile and cash-flow generation.

The Strategy Committee of HoldCo and the Board of Directors of iliad have approved the launch of a public tender offer for all of the shares making up the capital of the Polish telecom operator, Play, for a cash amount of PLN 39 per share (representing a total of c. €2.2 billion for 100% of the share capital and an enterprise value of c. €3.5 billion).

iliad has signed a binding agreement to purchase a 40% controlling interest from Play’s two reference shareholders for the same unit price (i.e. PLN 39 per share), which will give iliad the majority of seats on Play’s Board of Directors.

Like iliad, Play has seen exceptional growth over the past 15 years. It is the most recent entrant in the Polish mobile telephony market, having entered in 2007, and today it has 15 million subscribers and a 29% market share, making it the leading mobile telephony operator in Poland. Play currently employs some 2,800 people.

Our two groups have a lot in common: we have both been game-changers in our markets and have opened up mobile usages by proposing offerings accessible to everyone. Over the years, iliad and Play have developed the same culture of growth and agility. Both groups now have powerful brands that are highly respected in their countries and convey the values of innovation, simplicity and value for money.

For iliad, the acquisition represents a unique opportunity for growth and for entering the Polish telecom market. With 38 million inhabitants, Poland is central Europe’s largest market. It is the
sixth-largest economy in the European Union and has seen steady growth for 28 years; per capita GDP has risen 6% on average per year over the last twenty years.

Through this acquisition, iliad will cement its position as a pan-European telecom player, operating in three of Europe’s largest telecom markets: France, Italy, and now Poland. All three
of these countries are in distinct stages of expansion and have clear growth prospects.

Thomas Reynaud, iliad’s Chief Executive Officer, said: “This excellent alliance constitutes a new growth driver for the iliad Group and gives it access to one of Europe’s high-potential telecom markets.
Pooling the expertise of Play’s and iliad’s teams will reinforce the iliad Group’s fundamentals through a combination of growth and innovation. The transaction will make iliad the sixth-largest telecom operator in Europe. Fully committed to implementing its Odyssey 2024 Plan, iliad is a solid group that is pursuing its expansion with confidence.”

Jean-Marc Harion, the Chairman of Play’s Management Board, said: “This alliance with the iliad Group marks an important chapter in Play’s history, as it will accelerate its business development in
fixed services. Play and iliad share the same values and overall corporate vision. Our Board of Directors has unanimously approved the deal, firmly convinced of its strategic fit and value creation potential for Play’s shareholders.”