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Vodafone to Buy ONO for €7.2B

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NEWBURY, UK -- Vodafone Holdings Europe S.L.U. ("Vodafone") announces today that it has agreed to acquire 100% of the share capital of Grupo Corporativo Ono, S.A. ("Ono" or the "Company") for a total consideration equivalent to €7.2 billion (£6.0 billion) on a debt and cash free basis (the "Transaction").

Ono has the largest next-generation network ("NGN") in Spain, with approximately 7.2 million homes released to marketing in 13 of Spain's 17 regions, reaching more than 300 municipalities, including the nine largest cities. Ono offers fixed and mobile communications and television services to approximately 1.9 million customers.

Ono is the leading NGN operator in Spain with 7.2 million homes released to marketing (equivalent to 41% of total homes in Spain), providing its customers with broadband speeds in excess of 200 Mbps and the country's most innovative pay-TV service through TiVo.

Ono has invested approximately €7 billion in its network since 1998. This has been built to a high standard with a consistent design across the entire footprint to deliver high speed broadband and telephony services. The network has a future-proof fibre architecture with 500 homes per node and abundant spare capacity within its 862 MHz spectrum. It has been fully upgraded to DOCSIS 3.0, and further upgrades to network speeds and capacities can be achieved at relatively limited cost as Ono owns circa 96% of ducts in its access network.

The Transaction enables Vodafone to take advantage of the rapid increase in the adoption of unified communications products and services in the Spanish market and provides Vodafone with immediate access to 7.2 million homes at a significant time-to-market advantage. Ono's network is complementary to Vodafone's fibre-to-the-home ("FTTH") build programme which will be refocused towards areas where Ono has limited or no network presence. Vodafone intends to complete its FTTH rollout to 1.5 million homes passed, providing it with access to a NGN network covering up to 10 million homes released to marketing, equivalent to 57% of total Spanish homes.

The Transaction is expected to generate significant cost and capex savings with an annual run-rate of approximately €240 million (£200 million), before integration costs, in the fourth full year post completion, equivalent to a net present value of €2.0 billion (£1.7 billion) after integration costs. The savings will be primarily derived from utilising Ono's network for mobile backhaul, limiting Vodafone's FTTH build plan to the initial 1.5 million homes passed, the rationalisation of overlapping activities and the migration of Ono's mobile traffic to Vodafone's network.

Vodafone will be able to leverage its extensive distribution network to increase the penetration of Ono's homes released to marketing, which is currently lower than any other major European cable operator. There is also a significant opportunity to cross-sell Ono's high quality broadband, fixed telephony and pay-TV offerings to Vodafone's existing customers. Vodafone also expects to be able to cross-sell its mobile services to Ono's customers and offer new services, using both companies' product sets and networks. Vodafone estimates revenue synergies with a total net present value of approximately €1.0 billion (£0.8 billion) after integration costs.

The Transaction values Ono at a multiple of 7.5x 2013 EBITDA and 10.4x 2013 OpFCF adjusted for cost and capex synergies. The Transaction comfortably meets Vodafone's M&A criteria and is expected to be accretive to Vodafone's adjusted EPS and FCF per share after cost and capex and before integration costs from the first full year post completion.

Vodafone values the expertise of Ono's management team and employees and will work closely with them to support the integration with Vodafone. As in similar recent transactions, Vodafone would expect Ono's management to become an integral part of the local management team, focused on the broadband, fixed telephony and pay-TV segments of the combined business. Ono's employees will also benefit from a broader range of international career opportunities available across the Vodafone Group.

Vodafone Group plc (NYSE: VOD)

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