Proximus : completes the acquisition of a majority stake in Route Mobile

In July 2023, Proximus signed a definitive agreement with the founding Route Mobile shareholders to acquire 57.56% of Route Mobile through Proximus Opal, for an initial INR 59,224 million (EUR 643.0 million) cash consideration, which corresponds to a price per share of INR 1,626.40. Some of the founding shareholders of Route Mobile subsequently committed to reinvest EUR 299.6 million in Proximus Opal.

In accordance with Indian regulations, the agreement to acquire the initial shareholding in Route Mobile triggered a mandatory tender offer ("MTO") for up to 26% of the total shares outstanding at the same share price. The MTO process resulted in the acquisition of 24.99% shareholding in Route Mobile ("MTO Stake"). The total cash consideration for this part of the operation amounts to INR 25,934 million (EUR 292.8 million).

Following receipt of regulatory clearances and finalization of the MTO process, the Route Mobile transaction has been completed today. The MTO Stake, coupled with the shares acquired from the founding shareholders, brings the total shareholding of Proximus Opal in Route Mobile to 82.70%.

The reinvestment by some founding shareholders of Route Mobile of EUR 299.6 million in Proximus Opal, resulting in a stake of 12.72% in the company, is expected to take place in the course of the following weeks. Taking into account this reinvestment, the total net cash-out amounts to EUR 636.3 million. Financing needs for the operation are covered by the EUR 700 million bond transaction issued on 20 March 2024.

The completion of the Route Mobile transaction is a major enabler for Proximus Group's international strategy, expected to generate substantial value, improve the overall risk profile of the Group and drive profitable growth and cash generation. Over the past years, with its US-based affiliate Telesign, Proximus Group already built up a significant presence in the CPaaS and digital identity markets. The complementary expertise, in combination with the global reach of Route Mobile and Telesign, will allow to reap the benefits of scale, accelerate growth as a truly worldwide group and generate shareholder value.

Proximus Group will provide the market with more in-depth information on the transaction, synergy potential and way forward for the International activities, in a dedicated webcast which will be made available through this link on 3 June.