Vodafone Group Plc and CK Hutchison Group Telecom Holdings Limited (CKHGT) have entered into binding agreements in relation to a combination of their UK telecommunication businesses, respectively Vodafone UK and Three UK. Vodafone will own 51 per cent of the combined business and CKHGT will hold 49 per cent.
As part of the merger, no cash consideration will be paid, and Vodafone UK and Three UK businesses will contribute differential debt amounts at completion to achieve MergeCo ownership of 51:49 between Vodafone and CKHGT. Also, Vodafone and CKHGT have call and put options, respectively, which if exercised, would result in Vodafone acquiring CKHGT’s 49 per cent shareholding. According to the companies, the transaction is expected to result in substantial efficiencies. These are expected to amount to more than £700 million of annual cost and capex synergies by the fifth full year post-completion, with an implied net present value (NPV) of over £7 billion. Current Vodafone UK chief executive officer (CEO) Ahmed Essam will become MergeCo CEO, and current Three UK chief financial officer (CFO) Darren Purkis will take the role of MergeCo CFO. The transaction is expected to close before the end of 2024, subject to regulatory and shareholder approvals.
According to the companies, the combined business will invest £11 billion in the UK over 10 years to create one of Europe’s most advanced standalone 5G networks, in full support of UK government targets. By having a 5G network in place sooner, the merger will deliver up to £5 billion per year in economic benefit by 2030, create jobs and support digital transformation of the UK’s businesses. Every school and hospital in the UK will have access to standalone 5G by 2030.
Additionally, the merger will create a third operator with scale, levelling the competitive playing field, increasing competition to the UK’s two leading converged operators and will also provide more choices in wholesale partners for the UK’s already competitive mobile virtual network operators (MVNOs). The combined business will offer fixed wireless access (mobile home broadband) to 82 per cent of households by 2030, complementing MergeCo’s access to the UK’s biggest full fibre footprint.
Further, as per the companies, millions of customers of Vodafone UK and Three UK will enjoy a better network experience with greater coverage and reliability at no extra cost, including through certain flexible, contract-free offers with no annual price increases, and social tariffs. MergeCo will reach more than 99 per cent of the UK population with its 5G standalone network, delivering to customers up to a six-fold increase in average data speeds by 2034.
Commenting on the merger, Margherita Della Valle, CEO, Vodafone Group, said, “The merger is great for customers, great for the country and great for competition. It’s transformative as it will create a best-in-class – indeed best in Europe – 5G network, offering customers a superior experience. As a country, the UK will benefit from the creation of a sustainable, strongly competitive third-scaled operator – with a clear £11 billion network investment plan – driving growth, employment and innovation. For Vodafone, this transaction is a game changer in our home market. This is a vote of confidence in the UK and its ambitions to be a centre for future technology.”
Meanwhile, Canning Fok, group co-managing director, CK Hutchison said, “Today’s announcement is a major milestone for CK Hutchison and for the UK. Three UK and Vodafone UK currently lack the necessary scale on their own to earn their cost of capital. This has long been a challenge for Three UK’s ability to invest and compete. Together, we will have the scale needed to deliver a best-in-class 5G network for the UK, transforming mobile services for our customers and opening up new opportunities for businesses across the length and breadth of the UK. This will unlock significant value for CK Hutchison and its shareholders, realise material synergies, reduce net financial indebtedness and further strengthen its financial profile.”
Further, Ahmed Essam, CEO, Vodafone UK, said, “The combination of Vodafone UK and Three UK will bring more choice and better value to customers nationwide. With scale to invest, we will create a best-in-class 5G network, supporting the Government’s 5G ambitions, drive digital transformation and create jobs. Through converged offers we will really challenge the two largest operators and, of course, we will continue to support the most vulnerable in society with our social tariffs and our commitment to help 6 million people cross the digital divide by 2025.”
Additionally, Robert Finnegan, CEO, Three UK, said, “Today’s news marks a significant step in our efforts to create a business that will build the biggest and fastest 5G mobile network in the country. The combination of Three UK and Vodafone UK will bring the advantages of 5G to every business and household in the UK, enabling the UK to deliver its ambitions for digital and economic growth and fully supporting the UK Government’s objectives for a world-leading digital economy.”
