Norton Rose joins CC on Orange’s T-Mobile merger

Clifford Chance and Norton Rose are advising on the potential merger of T-Mobile UK and Orange UK in a deal that would create the largest mobile phone operator in the UK.

Clifford Chance partner Joachim Fleury, who heads the firm’s communications, media and technology practice, is leading the team advising T-Mobile’s parent Deutsche Telekom. T-Mobile is not receiving separate advice on the deal.

Fleury is working alongside London M&A partner Spencer Baylin and competition partner Jenine Hulsman as well as Düsseldorf competition partner and office head Joachim Schütze.

Orange’s parent France Telecom, which has turned to New York elite firms such as Sullivan & Cromwell for past M&A deals, has instructed Norton Rose.

London corporate partner Oliver Stacey, corporate finance partner Chris Pearson and regulatory partner Michael Grenfell are leading the Norton Rose team.

The telecoms companies announced today that they have entered into exclusive negotiations to combine their UK arms in a new 50:50 joint venture company.

According to a statement released by Deutsche Telekom the new venture will create the UK’s leading mobile operator, with a combined mobile customerbase of around 28.4 million.

T-Mobile UK will enter the joint venture on a cash-free, debt-free basis, while Orange UK will enter the venture along with £1.25bn of debt.

The statement said: “France Telecom would contribute the whole of Orange UK including £1.25bn of intra-group net debt in order to equalise the value of the contributions to the joint venture.

“Immediately after closing Deutsche Telekom would grant a £625m shareholder loan to the joint venture, which would be used to simultaneously reimburse £625m to France Telecom.

“As a result, the joint venture would have indebtedness of £1.25bn, represented by two shareholder loans of £625m held by each of Deutsche Telekom and France Telecom.”

This is Clifford Chance’s second major instruction this week. Yesterday, reported that the firm was instructed by Kraft on its rejected bid for UK chocolate company Cadbury (7 September 2009).

Clifford Chance and Norton Rose declined to comment.