KAIXO TELECOM SA. launched a tender offer to acquire Euskaltel, S.A. (BME:EKT) from a group of shareholders for €2 billion on March 27, 2021. Under the terms, MásMóvil will pay €11.17 per share. MásMóvil will pay €11 per share after the adjustment of dividend of €0.17 euros per share paid by Euskaltel, S.A. on 17 June 2021. Euskaltel's three largest shareholders (Zegona, Kutxabank and Alba), who own over 52%, have entered into irrevocable undertakings to tender all their shares. The Offer is subject to Regulatory approvals and the acceptance of the Offer by a number of shares representing at least 75% plus one share of the total outstanding share capital of Euskaltel. The Spanish tender offer process is expected to take around 6 months from announcement to settlement. However, this timeline can be impacted by any delays in regulatory reviews and approvals and if there are competing offers. The transaction has been approved by National Securities Market Commission. As of April 20, 2021, CNMV shall not authorize the takeover bid until the previous mandatory authorization required by said Law is obtained. As on April 28, 2021, Zegona Communications plc will promptly return at least £350 million (approximately €400 million) to its shareholders and pending such return the Zegona Communications plc makes no further investments or acquisitions. As of May 4, 2021, The Serbian Commission for the Protection of Competition has unconditionally authorized the acquisition of exclusive control by Masmovil Ibercom, SAU (through Kaixo Telecom, SAU) over Euskaltel, SA and the offer remain additional regulatory and shareholder approvals in order for the Offer to become unconditional. As of June 15, 2021, Secretary of State for Telecommunications and Digital Infrastructures has approved the transaction. As on June 16, 2021, transaction is approved by the National Commission of Markets and Competition (CNMC). As of June 22, 2021, The Council of Ministers approved the transaction. On 5 July 2021, the Board of the Spanish National Securities Market Commission (CNMV) authorized the takeover bid. As of July 12, 2021, the board of Euskaltel recommended its shareholders accept the offer, saying it was fair from a financial point of view. On July 28, 2021, Abanca supported the offer and agreed to sell its stake. The manager Azvalor has proceeded to liquidate its stake in Euskaltel. With this move, Abanca joins the three main shareholders of the operator, Zegona, Kutxabank and Corporación Financiera Alba, who agreed to sell their part of Euskaltel if the takeover was approved. The sum of all these grants MásMóvil an acceptance of 56.801% of the 75% that it has established as the minimum acceptable to execute its offer. A bid that, in case of obtaining the necessary adhesions, establishes the company delisting. The acceptance deadline ends on July 30, 2021.

Luis Alonso, Javier García de Enterría, Javier Olábarri, Patricia Puertas and Patricia Arribas of Clifford Chance LLP acted as legal advisors to Masmovil. Gabriel Núñez , Pablo González-Espejoof and Edurne Navarro of Uría Menéndez acted as legal advisor to Euskaltel, S.A. BNP Paribas España S.A., Deutsche Bank Securities Inc. and Barclays PLC acted as financial advisor to MásMóvil Ibercom, S.A. JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor and fairness opinion provider to Euskaltel, S.A. Christopher Baird, Carlton Nelson and Alex Wright of Investec Bank plc acted as financial advisor to Marwyn Investment Management LLP. Alejandro Ortiz and Esteban Arza of Linklaters, S.L.P. acted as legal advisor to J.P. Morgan Securities plc and JPMorgan Chase & Co. (NYSE:JPM) in the transaction.

Kaixo Telecom SA completed the acquisition of Euskaltel, S.A. (BME:EKT) from a group of shareholders on July 30, 2021. The transaction will be financed with debt and will be accompanied by a refinancing of Euskaltel's liabilities. This financing will be obtained through a syndicate of banks made up of BNP Paribas, Banco Santander, Barclays Bank, Deutsche Bank, Goldman Sachs, BBVA, Crdit Agricole, Banco de Sabadell, Morgan Stanley and Mizuho Bank Europe. To finance the acquisition, MásMóvil has closed two bonds for qualified investors, one for €1.55 billion at 4% maturing in 2027, and another for €500 million maturing in 2029 at more than 5% interest. The liquidation of the bonds is expected to take place on October 13, since the closing of the operation is subject to the pertinent authorizations. Shahpur K. Kabraji, Jia Meng and Kristin Hoo; Gil Strauss, Surya Bala, William G. Taylor, Melchor Alvarez de Mon and Charles English, Meredith B. Jones, Sarah Lane, Gal Shemer and Ellie Verran, and Jeanne M. Annarumma of Simpson Thacher & Bartlett LLP acted as a legal advisor to MásMóvil Ibercom, S.A. for the transaction.