Orange secured just over half the shares it aimed for in its recent tender offer to minority shareholders of Orange Belgium, but insists that's a good result.

Mary Lennighan

May 6, 2021

2 Min Read
Orange tries to put a positive spin on Belgium fiasco

Orange secured just over half the shares it aimed for in its recent tender offer to minority shareholders of Orange Belgium, but insists that’s a good result.

“We have achieved the objective we set for ourselves: offering a fair price to shareholders who wanted to monetize their shares and strengthening our stake in Orange Belgium,” said Ramon Fernandez, Deputy CEO in charge of Finance, Performance and Development at Orange Group, when the telco revealed the results of part two of its takeover offer on Thursday.

Orange acquired 23.94% of the share capital of Orange Belgium through the tender offer, or, as it admitted, 50.97% of the total number of shares targeted by the offer. The telco had aimed to buy out all minorities, take sole control, and delist Orange Belgium. It could hardly claim to have met that objective, but if you keep moving the goal posts, then anything is achievable.

In the end, it upped its stake in the Belgian operator to 76.97%.

It was clear from the start that Orange was not set for a smooth ride in Belgium. It launched a voluntary public takeover bid for the shares in Orange Belgium that it did not already own against a tirade of abuse from one minority shareholder, which repeatedly accused it of undervaluing the asset. Polygon Global Partners, which holds 5.29% of Orange Belgium, hired its own valuers and came up with a price that was significantly higher than the €22 offered by Orange Group.

Polygon declared the Belgian operator to be worth somewhere between €32 and €36 per share, rising to €45 per share should the monetisation of its towers be taken into account, dismissing Orange’s assertion that the towers hold no specific value since it has no plans to monetise them and because of the unique characteristics of the Belgian market.

Orange stuck to its guns and opened the tender at €22, but when the offer period closed on 23 April it had just 46.10% of the shares it was looking for and decided to re-open the offer; part two ran until 4 May. We had already guessed that it wouldn’t go well. Polygon was adamant that it would not change its mind and predicted that other minorities would follow suit. It appears it was correct on both counts.

But Orange is staying positive.

“With nearly 77% of the capital held by the group, we now have the means to improve the financial flexibility of Orange Belgium, deploy its long-term value creation strategy more effectively and enable it to better react to major transformations of the Belgian market,” insisted Fernandez.

When life gives you lemons, make lemonade. When it doesn’t give you [enough] Oranges, you just have to extract the juice from the ones you already have.

About the Author(s)

Mary Lennighan

Mary has been following developments in the telecoms industry for more than 20 years. She is currently a freelance journalist, having stepped down as editor of Total Telecom in late 2017; her career history also includes three years at CIT Publications (now part of Telegeography) and a stint at Reuters. Mary's key area of focus is on the business of telecoms, looking at operator strategy and financial performance, as well as regulatory developments, spectrum allocation and the like. She holds a Bachelor's degree in modern languages and an MA in Italian language and literature.

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