Cellnex Telecom, S.A. (BME:CLNX) agreed to acquire CK Hutchison Networks (Austria) GmbH from CK Hutchison Networks Europe Investments S.à r.l. for €1.1 billion on November 12, 2020. Under the terms of the transaction, all of the shares of CK Hutchison Networks (Austria) GmbH will be acquired for €1.1 billion subject to adjustments to the amounts of the adjustment items as at the date of closing. The consideration is payable in cash at closing (subject to balancing payments post-closing to reflect relevant adjustments, if any). In related transactions, CK Hutchison Networks Europe Investments S.à r.l. agreed to sell CK Hutchison Holdings Limited’s Mobile Businesses in Denmark, Ireland, Italy, Sweden and the United Kingdom to Cellnex Telecom, S.A. and its subsidiaries. The aggregate consideration to be received by CK Hutchison Networks Europe Investments S.à r.l. (or the relevant companies) is €10 billion (subject to closing adjustments). Out of the aggregate consideration of €10 billion, approximately €2 billion (subject to closing adjustments) is expected to be received in 2020 and approximately €8 billion (subject to closing adjustments) is expected to be received in 2021. Cellnex will finance the cash payment using existing cash and available liquidity. Post-closing, a master services agreement will be entered into between CK Hutchison Networks (Austria) GmbH and the CK Hutchison Holdings Limited’s (parent of CK Hutchison Networks Europe Investments S.à r.l.) mobile business operating subsidiary in that jurisdiction to provide telecommunications infrastructure services and built-to-suit services. Cellnex and CK Hutchison will sign long term service contracts for an initial period of 15 years extendable for an additional 15 years. The agreements reached by both groups anticipate a further deployment (roll-out) of up to 5,250 new sites over the next eight years with a planned investment of up to €1.4 billion. Out of 5,250 sites, there is an expectation of 1,100 new sites in Italy, 600 in the UK, 100 in Ireland, 2,550 in Sweden, 500 in Denmark and 400 in Austria. Post-closing, Cellnex will have 103,000 towers and telecommunications sites. As at September 30, 2020, the unaudited net asset value of CK Hutchison Networks (Austria) GmbH was €477 million. The transaction is subject to formal closing conditions, including approval from Austrian Cartel Court or the Austrian Appellate Cartel Court, regulatory and foreign investment approvals. Transaction is not subject to approval from the shareholders. The transaction is independent and not inter-conditional upon the other transactions. The Board of Directors of CK Hutchison Holdings Limited believe that the terms of the transactions are fair and reasonable and in the interests of the company and the shareholders as a whole. Transaction was approved by shareholders of CK Hutchison Holdings Limited at the extraordinary general meeting held on December 18, 2020. Closing of each transaction can occur on a standalone basis. Closing will occur on or before December 31, 2020 (longstop date). On June 17, 2021 transaction has received an approval from Italian competition authority (Autorità Garante della Concorrenza) for acquisition of assets of CK Hutchison in Italy. CK Hutchison Holdings Limited will use the proceeds from the transactions for general corporate purposes (including but not limited to business expansion, upgrading business infrastructure and systems and maintenance of appropriate working capital reserves), to reduce consolidated net financial indebtedness consistent with its existing credit ratings and to optimize its capital structure and returns to shareholders. The Board of CK Hutchison Holdings Limited intends to give consideration to allocating a portion of the proceeds of the transactions to on-market share buyback programs. The cash gains realized on closing of the transaction in 2020 and 2021 are expected to offset the anticipated cumulative non-cash accounting losses arising from the CK Hutchison Holdings Limited’s share of Husky Energy’s non-cash accounting impairment charges and write-down of CK Hutchison Holdings Limited’s carrying value in Husky Energy that may be recognized in those periods. The transactions, following completion of the planned roll outs including third party tenants and efficiencies, will add an estimated EBITDA of €970 million to the consolidated group and free and recurring cash flow (RLFCF) of €620 million. Cellnex revenues will increase by €1.2 billion to €3.8 billion after completion of planned roll-outs. Morgan Stanley Asia Limited, Moelis & Company Asia Limited and Deutsche Bank Luxembourg S.A. acted as financial advisors and Rob Cleaver, Owen Clay, Jane Cai, Marly Didizian, Julian Davies, Alejandro Ortiz, Chris Yip, Chris Smale, Elisabet Lundgren, Alejandro Meca, Roberto Sanchez and Josa Buigues of Linklaters LLP acted as legal advisors and Renato Paternollo, Gian Luca Zampa, Ermelinda Spinelli of Freshfields Bruckhaus Deringer LLP acted as tax and antitrust advisors to CK Hutchison Holdings Limited. Joel Ziff, Guillermo Guardia, Javier García de Enterría, André Duminy, Alex Nourry, Simon Corzberg, Sam Parry, Philippa Lawson, Jodie Chan, Epifanio Pérez, Nicholas Mace, Alis Pay, Nigel Howorth, Michael Crossan, José Maria Vilaseca, Maria Begoña Barrantes, Umberto Penco Salvi, Simonetta Candela and Luciano Di Via of Clifford Chance S.L.P. acted as legal advisors, PricewaterhouseCoopers International Limited acted as financial/tax due diligence provider, AZ Capital, S.L., HSBC Bank plc Sucursal en Espana and J.P. Morgan Securities LLC acted as financial advisors and Arthur D. Little acted as commercial advisor to Cellnex Telecom, S.A. Jeppe Buskov and Torben Waage of Kromann Reumert acted as legal advisors to Cellnex. Horst Ebhardt, Melanie Dimitrov, Erik Steger, Eva Stadler, Guenter Bauer, Hartwig Kienast, Iris Riepan, Karl Binder, Matthias Unterrieder, Niklas Schmidt, Roland Marko, Robert Wagner and Tanja Melber of Wolf Theiss acted as legal advisor to Cellnex Telecom. Cellnex Telecom, S.A. (BME:CLNX) completed the acquisition of CK Hutchison Networks (Austria) GmbH from CK Hutchison Networks Europe Investments S.à r.l. on January 11, 2021. The transaction was approved by the Austrian competition authorities. As of July 27, 2021, CMA has decided to refer the Merger to its chair for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 to conduct a phase 2 investigation.