Cellnex Poland sp. z o.o entered into an agreement to acquire 99.99% stake in Polkomtel Infrastruktura Sp. Z O.O. from Cyfrowy Polsat S.A. (WSE:CPS) and Polkomtel Sp. z o.o. for PLN 7.1 billion on February 26, 2021. Under the terms, 2.1 million shares will be acquired at a price of PLN 3416.17 per share. Cyfrowy Polsat S.A.agreed to sell all shares held representing 74.98% of the share capital of Polkomtel Infrastruktura for the price of PLN 5.3 billion while Polkomtel Sp. z o. o. agreed to sell shares representing 25.01% of the share capital for the price of PLN 1.77 billion.The sale price will additionally be decreased by certain payments to be made by Polkomtel Infrastruktura in favor of the Sellers and the Sellers' affiliates after December 31, 2020, as well as by the amount of the so-called profitability uplift related to the Master Services Agreement in the period from 1 January 2021 to the last day of the month in which the transaction completion occurs and increased by interest accruing at 6% per annum for a period from January 1, 2021 to the Transaction completion in accordance with the locked-box mechanism adopted in the Agreement. Polsat Group and Cellnex Telecom will sign a Master Services Agreement under which Polkomtel Infrastruktura will provide services for 25 years. Post the completion of the transaction, Polkomtel will retain 207 shares of Polkomtel Infrastruktura, representing 0.01% stake. The transaction will be financed from existing cash. If the buyer fails to obtain antimonopoly clearance and the transaction is terminated, a termination fee of PLN 179.5 million will be paid by Cellnex Poland. The agreement also provides for an obligation to pay a one-time fee of PLN 718 million if any of the parties fail to comply with any of its respective key completion obligations on the postponed transaction completion date. The transaction is subject to antitrust approval. The Polish competition authority clears the acquisition of Polkomtel Infrastruktura by Cellnex as on June 9, 2021. The transaction is expected to close in the fourth quarter of 2021. The Sale Agreement will terminate, if the conditions precedent are not fulfilled on or before October 31, 2021. This deadline may be postponed until 31 December 2021 by way of a unilateral declaration of will by any of the parties. As of May 12, 2021, transaction is subject to the fulfilment of the agreed conditions precedent, including, among others, obtaining an antimonopoly clearance and consent of lenders under the SFA and is expected to complete in 2021. The transaction has received the regulatory approval recently.

Jaroslaw Grzesiak, Stephen Horvath, Daniel Kaczorowski, Michal Fereniec, Michal Bobrzynski, Maciej Pietrzak, Justyna Szwech, Barbara Pancer of Greenberg Traurig, LLP acted as legal advisor to sellers in the transaction. JPMorgan Chase & Co. (NYSE:JPM) and Morgan Stanley (NYSE:MS) acted as financial advisor to Cellnex Poland sp. z o.o. Krzysztof Hajdamowicz, Agnieszka Janicka, Joel Ziff, Iwona Terlecka, Nick Mace, André Duminy, Alex Nourry, Jose María Eguia, Guillermo Guardia, Katarzyna Paczek, Jodie Chan, Anna Lyczakowska, Tomasz Szekalski and Agnieszka Wojtasiewicz of Clifford Chance LLP acted as legal advisors to Cellnex Poland sp. z o.o.

Cellnex Poland sp. z o.o completed the acquisition to acquire 99.99% stake in Polkomtel Infrastruktura Sp. Z O.O. from Cyfrowy Polsat S.A. (WSE:CPS) and Polkomtel Sp. z o.o. on July 9, 2021.