Orange is offering €22 a share, which it says represents a 48% premium on the weighted average share price for the last three months.
After Orange tabled the bid in early April, Polygon Global Partners, representing investors with a 5.29% stake in the operator, has claimed that the offer substantially undervalues Orange Belgium on a standalone basis.
It says that an analysis commissioned by Orange from Degroof Petercam Corporate Finance failed to does not attribute any value at all to Orange Belgium’s substantial telecom tower portfolio which, in Polygon’s opinion, fails to reflect the reality of the economic situation.
It also claimed that the report underplayed the company’s growth prospects and overplayed capex requirements and costs.
Orange, which mandated Degroof Petercam Corporate Finance to assess the bid independently, says that the latter found that the bid did not disregard the interests of minority investors.
Orange on the other hand says that there is “no hidden value” in the company’s tower assets and that all Belgian operators benefit from the regulatory framework which provides for an obligation to share antenna sites at a regulated price since 2008, something that sets the Belgian market apart from other European markets.
It said that a sale of towers would be assimilated to a simple financial sale-and-lease-back transaction which would reduce Orange Belgium’s capacity to create value.
Orange Belgium offers a full range of multiplay services including TV and has been seen as a possible consolidator in the Belgian market. The company has in particular been a rival to Liberty Global-owned Telenet as a potential acquirer of Wallonia-region cable operator Voo.
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