HWL in Exclusive Negotiations with Telefónica to Potentially Acquire O2 UK

utchison Whampoa Limited (HWL), parent company of UK telecom operator Three UK, announced that it has entered into exclusive negotiations with Telefónica, S.A. over a period of several weeks for the potential acquisition of Telefónica, S.A.’s UK subsidiary, O2 UK, for an indicative price in cash of £9.25 billion which would be paid at closing, and deferred upside interest sharing payments of up to a further £1 billion in the aggregate payable after the cumulative cash flow of the combined businesses of Hutchison 3G UK Limited and O2 UK has reached an agreed threshold.  The timing and amounts of these payments will depend on the actual cash flows of the combined businesses.

The transaction remains subject to satisfactory due diligence over O2 UK, agreement on terms and signing of definitive agreements, and obtaining required corporate and regulatory approvals.  The negotiations may or may not result in any transaction.

Three UK, a subsidiary of HWL is the UK’s fastest growing 3G network operator covering 98% of the UK population and is now rolling out 4G to its customers.  It has won awards for Mobile Broadband, Roaming and Customer Support as well as for Best Value.