British telecommunications giant Vodafone has agreed to acquire Kabel Deutschland in a $10.1 billion deal that comes after a months-long competition with rival bidder Liberty Global to buy Germany's largest cable operator.
Magic Circle firm Linklaters is advising longtime client Vodafone on the planned public tender offer, announced this week.
Liberty—the international cable behemoth run by American billionaire John Malone—approached Kabel Deutschland with its own bid last week, the German company said in a statement, which did not disclose the value of that offer. Citing an anonymous source, Bloomberg reported that Liberty offered $111.13 in cash and stocks for each share of Kabel Deutschland, valuing the company at roughly $10 billion. That bid came on the heels of a preliminary $108.51-per share offer Vodafone submitted earlier this month.
Kabel Deutschland now says it plans to recommend that its shareholders support Vodafone's planned public tender offer worth $113.74 per share, including a $3.27 dividend the German company announced in February. The offer represents a nearly 40 percent premium over Kabel Deutschland's stock price when rumors of a potential takeover surfaced in February.
The deal would be one of the largest in Europe this year and would significantly expand Vodafone's operations in Continental Europe, with Kabel Deutschland providing cable television, broadband, and telephone services to more than 8.5 million German homes. The combined company would also have roughly 32 million cellphone customers in Germany.
Vodafone could still face competition from Liberty, though Bloomberg reported last week that Kabel Deutschland's management could be concerned about Liberty's ability to obtain regulatory approval of any deal. Malone's company entered the German market in 2010, when it paid $5.2 billion for the country's second-largest cable company, Unitymedia, before following up that deal with the $5 billion purchase of Kabel Baden-Württemberg—Germany's third-largest cable operator—in 2011. (Earlier this year, Liberty further expanded its European presence with its $23.3 billion purchase of the U.K.'s Virgin Media.)
Vodafone's proposed purchase of Kabel Deutschland will need to win regulatory clearance. Its tender offer must also be accepted by a minimum of 75 percent of the target company's shareholders.
Linklaters is a frequent adviser of Vodafone, having represented the company in connection with the $11.3 billion sale of its 44 percent stake in French wireless service company SFR to Vivendi, in 2011. Last year the U.K. firm advised Vodafone on its $1.7 billion purchase of London-based Cable & Wireless Worldwide.
For its work on the agreement with Kabel Deutschland, Linklaters is fielding a team led by corporate partners Iain Fenn (London), Klaus Hoenig (Düsseldorf), and Stephan Oppenhoff (Frankfurt). Düsseldorf-based partner Daniela Seeliger is also working on the deal for Linklaters. Vodafone attorney Alex Deacon is leading the company's in-house legal team. Vodafone's group general counsel is Rosemary Martin, a former partner at Mayer, Brown, Rowe & Maw (now Mayer Brown).
German firm Hengeler Mueller is advising Kabel Deutschland on the agreement with Vodafone. The firm's team includes M&A partner Maximilian Schiessl, corporate partner Achim Herfs, regulatory partner Wolfgang Spoerr, and antitrust partner Christoph Stadler. Associates on the deal are Enno Ahlenstiel, Stefanie Budde, Annika Claus, Benjamin Leyendecker-Langner, Fabian Seip, and Christian Strothotte.
Meanwhile, U.K. legal publication Legal Week reports that Ropes & Gray has been advising longtime client Liberty on its own attempts at a takeover of Kabel Deutschland. When reached by The Am Law Daily, a firm spokesman declined to comment.
Lawyers at both Ropes and Shearman & Sterling advised Liberty in connection with its purchase of Virgin Media earlier this year. And Ropes worked with Freshfields Bruckhaus Deringer on Liberty's deals to acquire Unitymedia and Kabel Baden-Württember in 2010 and 2011, respectively.