Vodafone and Three UK Sign Agreement for Mobile Mega Merger

Mobile network operators Vodafone and Three UK (CK Hutchison) have today confirmed that they’ve reached a formal merger agreement, which is said to be worth an estimated £15bn and will see the former party owning a 51% slice of the business (CKH will hold 49%). But they’ll still have to satisfy the regulators, and that may require concessions.

The operators officially confirmed they were in “discussions” to potentially create Britain’s biggest mobile network operator (MNO) last October 2022 (here). But progress since then has been slow, and that’s most likely a reflection of the complexities involved, not least with respect to how they might approach the regulators.

The deal, if approved by regulators, would enable the pair to more easily invest in accelerated 5G and future 6G mobile (mobile broadband) deployments. On top of that, it would also help them to compete with the already merged pairs of BT and EE, as well as Virgin Media and O2. Not to mention the usual cost savings through efficiencies etc. But neither side has a significant fixed line broadband network of their own, unlike in the BT and Virgin deals, which may still leave them at a disadvantage on that side of connectivity.

However, Ofcom and the Competition and Markets Authority (CMA) have historically tended to dislike big mobile-only mergers due, in part, to a concern that reducing the number of primary mobile operators might result in higher prices for consumers and damage competition at the wholesale (MVNO) level. Not to mention concerns around the merged pair holding too much spectrum in key bands, which could afford them an unfair advantage.

On the issue of pricing. Three UK and its related MVNOs (e.g. Smarty, iD Mobile) have historically tended to be more orientated around being the market’s low-cost brands, while Vodafone tends to be a bit more premium. Vodafone did try to balance this a bit via their own MVNO brand, VOXI, but Three and its providers often still work out cheaper.

Nevertheless, in recent years both the government and regulators appear to have softened their stance, which is partly due to a 2020 ruling by the European Court of Justice (here) – this found that having only 3 operators still made for a competitive market. But such a large merger may still need to make concessions in order to fend off against regulatory concerns, and we’re still reading the release, so don’t yet know all the details.

Headline Details of the Merger

Great for Customers

· From day one, millions of customers of Vodafone UK and Three UK will enjoy a better network experience with greater coverage and reliability at no extra cost, including through certain flexible, contract-free offers with no annual price increases, and social tariffs.

· MergeCo will reach more than 99% of the UK population with our 5G standalone network, delivering to customers up to a six-fold increase in average data speeds by 2034.

Great for Country

· The combined business will invest £11 billion in the UK over ten years to create one of Europe’s most advanced standalone 5G networks, in full support of UK Government targets.

· By having a best-in-class 5G network in place sooner, the merger will deliver up to £5 billion per year in economic benefit by 2030, create jobs and support digital transformation of the UK’s businesses. Every school and hospital in the UK will have access to standalone 5G by 2030.

Great for Competition

· The merger will create a third operator with scale, levelling the competitive playing field, increasing competition to the UK’s two leading converged operators and will also provide more choice in wholesale partners for the UK’s already competitive MVNOs.

· The combined business will offer fixed wireless access (mobile home broadband) to 82% of households by 2030, complementing MergeCo’s access to the UK’s biggest full fibre footprint.

Value-creating Transaction

· No cash consideration to be paid, with the Vodafone UK and Three UK businesses contributed with differential debt amounts at completion to achieve MergeCo ownership of 51:49 between Vodafone and CKHGT.

· Comprehensive joint governance framework in place between Vodafone and CKHGT, with Vodafone fully consolidating MergeCo. Vodafone and CKHGT having call and put options, respectively, which if exercised, would result in Vodafone acquiring CKHGT’s 49% shareholding.

· The Transaction is expected to result in substantial efficiencies. These are expected to amount to more than £700 million of annual cost and capex synergies by the fifth full year post-completion, with an implied NPV of over £7 billion.

· Current Vodafone UK CEO Ahmed Essam will become MergeCo CEO, and current Three UK CFO Darren Purkis will take the role of MergeCo CFO.

· The Transaction is expected to close before the end of 2024, subject to regulatory and shareholder approvals.

Much will now rest on what the CMA will make of all this, and we’ll probably have to wait a few more months to get the answer, but a deeper probe (Phase 2) may be required before that happens. In addition, there’s also a big question mark over whether the Government might raise any security concerns, which stems from the fact that CK Hutchison is a Hong Kong firm and these days that tends to be associated with influence from China.

The government has been trying to avoid scenarios in which countries like China secure key positions in critical national infrastructure, especially telecoms. But CKH may well point out that it already controls some UK ports and power networks, although that doesn’t necessarily improve the perception.

Vodafone and Three UK will also need to consider how they’ll balance this agreement with their existing network sharing arrangements (Three with EE and Vodafone with O2), although this shouldn’t be as much of a challenge as it once was since mobile operators have been increasingly selling off control of their tower / mobile sites to other groups.

Margherita Della Valle, Vodafone Group CEO, said:

“The merger is great for customers, great for the country and great for competition. It’s transformative as it will create a best-in-class – indeed best in Europe – 5G network, offering customers a superior experience.

As a country, the UK will benefit from the creation of a sustainable, strongly competitive third scaled operator – with a clear £11 billion network investment plan – driving growth, employment and innovation. For Vodafone, this transaction is a game changer in our home market. This is a vote of confidence in the UK and its ambitions to be a centre for future technology.”

Canning Fok, Group Co-Managing Director of CK Hutchison, said:

“Today’s announcement is a major milestone for CK Hutchison and for the UK. Three UK and Vodafone UK currently lack the necessary scale on their own to earn their cost of capital. This has long been a challenge for Three UK’s ability to invest and compete.

Together, we will have the scale needed to deliver a best-in-class 5G network for the UK, transforming mobile services for our customers and opening up new opportunities for businesses across the length and breadth of the UK. This will unlock significant value for CK Hutchison and its shareholders, realise material synergies, reduce net financial indebtedness and further strengthen its financial profile.”

However, the Unions have some concerns of their own about this merger.

Gail Cartmail, Executive Head of Operations for Unite, said:

“This deal will give a company with deep ties to the Chinese state an even more prominent place at the heart of the UK’s telecommunications infrastructure. On top of that, it will hike people’s bills and mean job losses for Vodafone and Three workers. The government must step in and stop this reckless merger and Unite is building a cross-party coalition to demand they do so.”

Margherita Della Valle, Vodafone Group Chief Executive, has otherwise described today’s merger of Vodafone UK and Three UK as being “great for customers, great for the country and great for competition.” Only time will tell whether it’s really any of those things, and opinions will vary.

However, the suspicion is that the government and regulators may be more welcoming of this agreement than consumers, since others would argue that it may be better to have three strong providers than two that are dominant and two that are sub-scale.

As to the deal itself. No cash consideration is to be paid, with Vodafone UK and Three UK contributed with differential debt amounts at completion of the Transaction to achieve MergeCo ownership of 51:49. Vodafone UK will be contributed with £4.3 billion and Three UK with £1.7 billion, subject to customary completion adjustments. The initial total debt in MergeCo is expected to be approximately £6.0 billion, of which the £1.7 billion amount owing to CKHGT will be refinanced.

The announcement also includes an extended summary of the deal, which we’ve pasted in full below.

Great for Customers

From day one ⫶ Transform customer experience

· Better network: An improved network performance is expected from day one1. Customers will benefit from improved network speeds and reduction in network congestion. Customers of Vodafone UK and Three UK will also benefit from an increase in coverage, exceeding the Government’s 2027 targets.

· Better value: There will be no change to each operator’s pricing strategy as a result of the Transaction. Customers will pay the same for more, driven by the significantly improved network. MergeCo will remain fully committed to supporting vulnerable customers by continuing to offer social tariffs for mobile and broadband, protected from inflation, as well as flexible, contract-free offers with no annual price increases. Both companies will continue to support vulnerable customers and programmes that focus on skills and digital inclusion to help almost 6 million people.

· More choice in home broadband: MergeCo will have the UK’s widest availability of connections with over 100Mbps speeds through full fibre broadband combined with fixed wireless access (“FWA”).

In the future ⫶ Best-in-class network – increased capacity, coverage and speed, with greater reliability

· Capacity: By combining our networks, network capacity in the future will almost double compared to the two companies on a standalone basis6.

· Coverage: MergeCo expects to reach over 99% UK population coverage with a 5G standalone network by 2034. This is wholly aligned with the UK government’s Wireless Infrastructure Strategy, which sets ambitions for 5G in all populated areas by 2030. This will ensure rural communities across all four nations are not left behind.

· Speed: An up-to six-fold increase in average data speeds for customers by 2034 (compared to each standalone company today) is expected to be achieved enabling customers to reach multi-gigabit speeds.

· Reliability: Due to the improved coverage, speed and capacity of the network, the combined business will be able to provide customers with a better quality, more reliable experience.

Great for Country

· Turbocharge growth, employment and digital innovation: Through the new combined business, MergeCo will deploy one of Europe’s most comprehensive and advanced standalone 5G networks, powering the UK’s digital economy and underpinning the UK’s role as a digital tech leader in Europe. By having a better 5G network in place sooner, MergeCo is expected to deliver up to £5 billion per year in UK economic benefit by 2030, supporting the digital transformation for schools, hospitals and businesses. MergeCo’s standalone 5G network will cover every school and hospital in the UK by 2030, helping deliver the Government’s stretch ambition as set out in the Wireless Infrastructure Strategy9.

· Investment: MergeCo intends to invest over £6 billion in the first five years, and £11 billion over a ten-year plan3, to create a best-in-class 5G network. This level of infrastructure investment would be expected to support between 8,000 and 12,000 new jobs in the wider economy11.

· Accelerating the transition to net zero12: MergeCo will achieve this whilst also reducing energy consumption by accelerating the installation of energy efficient 5G equipment and replacing less power-efficient 2G and 3G systems.

Great for Competition

· More competition and greater network investment: The merger will level the competitive playing field, increasing competition to the two largest converged operators. The merger will create a third mobile operator with scale, competing across all technologies and driving network investment by all players.

Vodafone UK and Three UK are currently sub-scale, with only c.20% and c.10% share of the mobile market by subscriber, respectively. This makes both companies unable to recover their cost of capital (as Ofcom found in its future approach to mobile markets and spectrum review – both companies have Return on Capital Employed of 1-2%) and limits their ability to continue to invest. After completion, MergeCo will have the necessary scale and a great platform to invest, grow and compete.

· More retail competition: We will be better able to compete for all customers driving further network, retail mobile and fixed broadband competition in the UK, including the ability to make converged offers in competition with the two largest operators BT EE and Virgin Media O2. The continuing network sharing agreement with Virgin Media O2 means that its customers will also enjoy network improvements from this transaction, providing an additional boost to competition in relation to market leader BT EE.

· More wholesale competition: With the scale and better quality provided by MergeCo’s combined network, the UK’s MVNOs will gain better choice for wholesale partnerships, keeping fierce price competition at the retail level. MVNOs are the fastest growing part and a major competitive force in the retail market representing around 16.5% of mobile subscribers. Approximately 90% of MVNO customers are currently on BT EE or Virgin Media-O2 networks15.