Three Firms Dial In for Carlos Slim's KPN Bid

UPDATE, 8/14/13, 11:35 a.m. EDT: This article has been updated to include names of the lawyers at Cleary and Akin Gump who are working on MegaFon's acquisition of Scartel.

América Móvil, the telecommunications company owned by Mexican billionaire Carlos Slim Helú, is looking to take full control of Dutch cellphone operator Koninklijke KPN.

América Móvil currently owns nearly 30 percent of KPN and, until recently, Slim's company was restricted from increasing that stake under the terms of a pact between the two companies that América Móvil terminated at the end of last month. Under Dutch law, if América Móvil wishes to increase its holdings in KPN, it must bid for the entire company, according to Bloomberg. That is exactly Slim's intention, as the billionaire is offering $9.6 billion for the remaining 70 percent KPN stake he does not already own.

In a press release last Friday, América Móvil announced its intention to launch the public offer at a price of $3.19 for each KPN share, representing a premium of 20 percent over the target's Thursday closing price. The offer is expected to be formally extended to KPN shareholders next month. The deal is subject to regulatory approval as well as América Móvil buying enough shares of KPN through the offering to get control of at least 50 percent of the target.

Slim was initially rebuffed by KPN last year when he attempted to increase his stake in the company from 4.8 percent to roughly 28 percent. KPN's board called América Móvil's roughly $10.65 per share offer too low, but the company was eventually able to increase its stake at that price in June through a tender offer taken directly to KPN's shareholders. (KPN's share price has dropped by more than half since last June as a number of telecommunications companies have been hit hard by the economic crisis in Europe.)

The New York Times notes that companies' depressed values have led to a trend of consolidation in Europe's telecommunications sector with deals including Spanish telecom Telefónica's agreement last month to buy German mobile operator E-Plus from KPN for about $10.7 billion.

América Móvil is being advised by attorneys at Cleary Gottlieb Steen & Hamilton and Magic Circle firm Clifford Chance. Both firms previously advised Slim's company on its attempts to increase its stake in KPN. Cleary also advised América Móvil in 2011 on its $6.5 billion purchase of a full ownership in Mexican telephone company Telmex as well as the $250 million investment in The New York Times in 2009.

Cleary's New York-based team advising América Móvil on its intended KPN offer includes capital markets partner Nicolas Grabar and corporate partners Neil Whoriskey and Amy Shapiro. Clifford Chance is fielding a team led by Amsterdam-based M&A partner Hans Beerlage. América Móvil's director of legal affairs is Alejandro Cantu Jimenez.

For its part, KPN has turned to its regular outside counsel, Allen & Overy, in connection with América Móvil's intended offer. Amsterdam-based corporate partner Jan Louis Burggraaf is leading the way for the firm, reprising the role he played throughout América Móvil's attempts to increase its KPN stake last year. The firm also advised KPN earlier this year on sale of E-Plus to Telefónica.

KPN's chief legal officer is Jasper Spanbroek.

Meanwhile, further consolidation in the telecommunications sector last week created even more work for Cleary, with the firm representing Russian mobile operator MegaFon on its $1.2 billion purchase of next-generation mobile service provider Scartel. The deal, announced last Thursday, will see MegaFon—which is Russia's second-largest mobile company behind Mobile TeleSystems—expand its fourth-generation (4G) wireless network offerings.

MegaFon is acquiring Moscow-based Scartel from a group of owners that includes Russia's richest man, the oligarch Alisher Usmanov, who is also co-owner of MegaFon.

Corporate partners Raj Panasar and Yulia Solomakhina are leading the Cleary team advising MegaFon in London and Moscow, respectively. Associates on the deal are Maxim Izvekov, Victor Shmakov, and Richard Watkins. Last fall, the firm advised MegaFon on its $1.7 billion initial public offering. MegaFon's director of legal affairs and government relations is Anna Serebryanikova.