MASORANGE: the keys to the merger
On 26 March 2024, after a process that has lasted more than two years, Orange and MásMóvil announced the creation of their new joint venture, 50% controlled by both telecommunications companies. Following approval by the European Commission and the Spanish government, the merger was completed, giving rise to Spain’s leading operator in terms of number of customers, surpassing Spanish multinational telecommunications company Telefónica. The companies will operate as a single entity and the accounts of both companies will be consolidated into a new registered legal entity.
Iberian Lawyer spoke to Antonio García Martínez, who served as secretary of the board and general counsel of Orange España, and after the merger, general legal and underwriting director of Masorange, about the challenges they faced in the company’s legal department, the role of the law firms to which they outsourced their services and his view of the current role of the firms in Spain in advising the largest Spanish operations.
by julia gil
This merger has been under evaluation for about 2 years, what are the main reasons why it has taken so long?
The transaction, due to its size and relevance for the Spanish telecommunications market, required a series of regulatory approvals that made it essential to go through an in-depth analysis and review process. The main processes that have been passed include, among others, Foreign Investment Approval (FDI), approval of radio spectrum transfer and Bank of Spain analysis. Likewise, and without a doubt, the most laborious and complex has been the analysis of the operation from the point of view of Competition by the Mergers Division of the Directorate General for Competition of the European Union.
What legal challenges did the legal departments of both companies face during the transaction?
As the transaction involves the merger of two companies through a new vehicle (50/50 JV) this transaction is not a typical acquisition where one acquiring company leads the process. Therefore, the legal departments of Orange and MásMóvil [ndr: The legal director of MásMóvil was Juan Luis Delgado] have worked together with the shareholders of both companies to combine their efforts and work. This work has been carried out with full respect for the principles that govern these processes, with the legal and compliance departments of both companies always ensuring that the exchange of information was strictly necessary and protected by the strictest “clean team” mechanisms.
Has the work of analysing and approving the regulatory bodies also been a big challenge?
