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Wind Tre, spin-off at risk: uphill negotiations with Eqt

It is a race against time not to miss the closing date of 12 February. The knot of negotiation remains with Iliad, which has an agreement with Wind Tre on the network

by Andrea Biondi

Imagoeconomica

4' min read

4' min read

From a chronological point of view, the one involving Wind Tre and the Swedish fund Eqt in the guise of buyer represents the first network spin-off operation in Italy's telecoms sector. However, it is likely to remain only on paper, with nothing done after negotiations that, according to the Sole 24 Ore, at the moment do not seem to foreshadow the necessary breakthrough for the closing.

No comment from the parties, but according to the Sole 24 Ore, things do not seem to be positioned for the best in view of the closing deadline, set for 12 February. This date is already the result of a three-month postponement that has become necessary as the parties "have not been able to reach an agreement with the third parties whose consents are necessary to satisfy the conditions precedent," reads the communication of 6 November issued by Ck Hutchison, Wind Tre's parent company.

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The role of Iliad and Fastweb

The reference, which has not been made explicit, is to the negotiations with Iliad (in particular) and Fastweb, with which Wind Tre has agreements for sharing 5G. A hiccup on the final which, at least at the moment, no solution has been found and which would be causing the negotiations between Ck Hutchison and Eqt to slide towards a stalemate that could lead to the date for the closing not being respected. Which would mean the tombstone on the project.

It has to be said that there is an indication from the parties involved that work is fully underway with a view to 12 February, with the expectation of arriving at a positive outcome. And in any case, there will be no official word one way or the other before then. In any case, the knot, especially the one tied to relations with Iliad, at the moment risks proving to be asphyxiating for this operation announced last 12 May and which is part of a context in which, in the months that followed, even the former incumbent Tim had the OK from its board of directors for the 'mother of all spin-off operations': that separation and sale of the network that sees the former monopolist and KKR involved, with the MEF expected to enter the game.

The May Agreement

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As for the Wind Tre network, an agreement was signed in May with Eqt - a Swedish fund controlled by the Wallenberg family through Investor AB, which includes ABB, AstraZeneca, Ericsson, and Electrolux in its orbit - to allow it to acquire 60% of the newly formed company that will own and manage the mobile and fixed-line network of the operator led in Italy by Gianluca Corti and Benoit Hanssen. The transaction, as reported at the time in a statement by the same Swedish fund, was expected to be based on an enterprise value of EUR 3.4 billion with the current owner of Wind Tre - Hong Kong conglomerate Ck Hutchison - called to remain in the game along with Eqt Infrastructure with a 40 per cent stake.

The Zephyr Knot

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To be resolved now, however, would still remain the Zefiro issue. This is the joint venture between Wind Tre and Iliad that was created just a year ago and which saw the operator led in Italy by Benedetto Levi enter a 50% stake in the company previously created by Wind Tre with about 7,000 radio sites in the less densely populated areas of the country. An alliance, in short, to address the need to curb investment spending on the mobile network.

The operation planned by Wind Tre on its entire network (including Zefiro's 7,000 or so sites, which account for a third of the telco's total sites) at one point had to reckon with the operator headed by Xavier Niel. Who, in turn, would have put on the table the clauses contained in the agreements in the event of a change of ownership structure. And at the same time the need to revise those agreements. Hence the stalemate, also linked to the fact that Iliad's exit from Zefiro would in any case represent a change in the 'fundamentals' of the operation for which Eqt had come forward. Iliad (like Fastweb) would have no veto power. But without Iliad, it is a different operation. And here the mechanism would end up jamming.

Fluid context

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Within this framework, no outcome, as mentioned, can be taken for granted. Not least because on the scene there are now new developments that make the context increasingly fluid. It is precisely Iliad that is the protagonist of the latest year-end lunge in the world of telecommunications, with its offer to Vodafone for a merger of its activities in Italy. According to analysts and observers surveyed by the Sole 24 Ore the operation would also be one of the reasons why Iliad is stalling. If the British multinational telecommunications company were to say yes, Iliad would in all likelihood need to exit Zefiro. At that point, Eqt's entry into the game might have been an opportunity to put itself in the best position to do so. But on the other hand, it is unlikely that Iliad would want to have any other interlocutor than Wind Three at the time when it would want more room to manoeuvre. And in the end it could be the deal that comes at the expense, one way or the other.

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