iliad Group to acquire cable operator UPC Poland

In accordance with the announcement made on July 30, 2021, iliad Group and Liberty Global today announce that they have entered into an agreement for Play – a subsidiary of iliad Group – to acquire 100% of the share capital of UPC Poland for an enterprise value of PLN7.0 billion.

Transaction rationale
The acquisition of UPC Poland represents Iliad’s next step in the Polish telecoms market following the acquisition of Play last year. Together, both operators will become the 2nd largest telecom operator in the Polish market with 2020 combined revenues of €1.96 billion and 2020 combined EBITDAaL1 of €697 million.

UPC Poland is one of the largest internet service providers in Poland with 3.7 million homes passed in FTTx and 1.5 million subscribers. UPC Poland generated PLN 1,698 million in revenue and PLN 757 million in EBITDAaL1 in 2020.

Transaction highlights
The acquisition of UPC Poland by iliad Group represents an enterprise value of PLN7.0 billion (€1.53 billion2), corresponding to a 2020 EBITDAaL multiple of 9.3x before synergies and c.7x after revenue and costs synergies. The transaction is to be financed from available cash and debt issuance at Play’s level. The Board of Directors of iliad has unanimously approved the acquisition.

At closing, UPC Poland will become a subsidiary of Play. The Group expects the integration of UPC Poland with Play to support product innovation and investments in fiber networks for the B2C and B2B segments. Together, Play and UPC Poland will cover all of Poland, serving more than 17 million mobile and fixed subscribers as of today.

The announced transaction is expected to close in H1 2022 after clearance by the relevant authorities. This transaction is the conclusion of the indicative offer announced on July 30, 2021 whose terms were communicated to the independent expert (BMA) as part of the simplified public tender offer.

Thomas Reynaud, CEO of iliad Group: “The acquisition of UPC Poland comes with a willingness to accelerate investment in fiber network. At iliad/Play we are determined to invest in next-generation mobile and broadband networks and services. This long-term ambition to foster nationwide connectivity will contribute to the digital transformation of the Polish economy and benefit the consumers and businesses with more innovative and comprehensive offers. Once approved, we look forward to combining forces and welcoming UPC’s employees to the Play/iliad family”.

Jean-Marc Harion, CEO of Play, added: “The combination of Play and UPC Poland offers a unique opportunity to take Play to the next level and we are excited to start working with UPC teams to deliver on our new ambition. Play has a strong track record of successfully fulfilling customers’ needs. UPC Poland has built a very strong platform based on high quality standards. Play and UPC will join their forces to create a strong convergent operator in Poland.” BCS Bureau