Consolidation in Europe’s Telecom Market Tests Regulators

With proposed deals valued at more than $11 billion, Telefonica SA (TEF) and Vodafone Group Plc (VOD) are laying down a challenge to European regulators who have a history of opposing moves that reduce competition in telecommunications.

Telefonica yesterday agreed to sell its mobile-phone business in Ireland to Hutchison Whampoa Ltd. (13) to create a stronger No. 2 carrier to take on leader Vodafone. Separately, Vodafone announced the takeover of Kabel Deutschland Holding AG (KD8), merging Germany’s biggest cable operator with its own landline and wireless networks to offer combined Internet, TV and mobile services in Europe’s largest economy.

Both transactions will probably be referred to the European Commission, the European Union’s regulatory arm, which last year sought to block Vodafone’s attempt to merge with a rival in Greece and imposed concessions before allowing Hutchison to combine Austria’s third- and fourth-largest wireless operators.

By pushing deals that cut competition, carriers are betting they can set precedents for more consolidation, said Guy Peddy, a telecommunications analyst at Macquarie Bank Ltd. in London.

“From a benchmark perspective it will be very interesting to see how regulators perceive Ireland,” Peddy said. The fact that Hutchison is prepared to go through another antitrust review after its prolonged process to acquire Austrian operator Orange last year shows that “they’re not being put off by it.”

Photographer: Krisztian Bocsi/Bloomberg

Buying Kabel Deutschland would give Vodafone access to the German company’s 8.5 million connected households and potential customers for “triple play” packages of phone, Internet and TV subscriptions. Close

Buying Kabel Deutschland would give Vodafone access to the German company’s 8.5 million... Read More

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Photographer: Krisztian Bocsi/Bloomberg

Buying Kabel Deutschland would give Vodafone access to the German company’s 8.5 million connected households and potential customers for “triple play” packages of phone, Internet and TV subscriptions.

Irish Operators

The combination of Telefonica’s O2 unit with Hong Kong-based Hutchison’s Three brand will cut the number of network operators in Ireland to three from four and create a carrier with a 34.9 percent share of the country’s mobile-phone subscriptions, according to first-quarter data compiled by Dublin-based regulator ComReg. Vodafone was the largest with 40.6 percent, while Eircom had 20.6 percent. The merged companies had 2012 revenue of 803 million euros ($1.1 billion), Three Ireland said.

Robert Finnegan, chief executive officer of Three Ireland, said he expects the purchase to undergo a thorough review to determine whether it’s in line with European competition rules, but that Hutchison is experienced in dealing with regulators.

“The merger will give us the financial strength to be more aggressively competitive,” Finnegan said in a phone interview. While the 850 million-euro deal could lead to expansion of O2’s landline business, “our focus is mobile. That’s where our bread and butter is.”

German Market

Vodafone’s 7.7 billion-euro takeover of Kabel Deutschland would give the carrier access to the German company’s 8.5 million cable households and create a national division with revenue of 11.5 billion euros. Vodafone raised its bid after John Malone’s Liberty Global Plc (LBTYA) made a competing offer, people familiar with the matter have said.

Liberty Global believes a counter-offer is still feasible should it opt to table one, people familiar with the situation said. The company could decide as early as this week whether to walk away or make a counterbid, said one of the people. Marcus Smith, a spokesman for Liberty Global, declined to comment. The company completed a $16 billion acquisition of Virgin Media Inc. in the U.K. this month.

Competition Concerns

Christoph Fritsch, a spokesman for Germany’s Federal Cartel Office, said while the government agency hasn’t received a filing on Vodafone-Kabel Deutschland, it would assess the transaction on its merit. A review on Kabel Deutschland by the European Commission will probably be necessary because the deal exceeds legal limits for revenue, he said. Those thresholds include combined global sales of the transaction parties exceeding 5 billion euros, according to European Union rules.

Ryan Heath, a spokesman for Neelie Kroes, the EU commissioner in charge of the digital agenda, declined to comment on specific projects. A spokesman for Joaquin Almunia, the competition commissioner, didn’t return calls and e-mails seeking comment.

Phone companies from Deutsche Telekom AG (DTE) to France Telecom SA have seen revenue and cash flow decline for years as customers look for cheaper rates during the region’s debt crisis and network watchdogs order cuts in fees for roaming and interconnection with other providers’ grids.

CEOs including Telecom Italia SpA (TIT)’s Franco Bernabe, Telefonica’s Cesar Alierta and Royal KPN NV’s Eelco Blok, in a June 14 letter addressed to EU heads of state and Commission President Jose Barroso, asked for a “new regulatory approach” that would ease restrictions on pricing to help the carriers increase revenue and fund investments in their networks.

‘Pack of Zombies’

Kroes nodded to that today in a speech to the European Competitive Telecommunications Association in Brussels. While pushing carriers to build high-speed networks across borders to help Europe keep pace with technology in Asia and the U.S., these investments need “the right legal framework,” she said.

“I worry about businesses that use the single market being left stranded without the communications to match,” Kroes said. “I worry about you not being able to innovate, grow, compete. If not dying then becoming a pack of zombies. I worry about the competitiveness of our continent -- as America and Asia take the lead.”

The 25-member Bloomberg Europe Telecommunication Services Index climbed 2 percent. Telefonica gained 0.6 percent to close at 9.68 euros in Madrid, while Vodafone added 2.4 percent to 180.20 pence in London. Kabel Deutschland fell 0.7 percent to 84.88 euros in Frankfurt. Hutchison added 2.7 percent to HK$79.10 on the Hong Kong exchange.

$200 Billion

Globally, more than $200 billion in telecommunications deals have been announced in the past 12 months. Of those, European targets accounted for about $38 billion, led by Liberty Global’s deal for Virgin Media, according to data compiled by Bloomberg.

Telecommunications merger and acquisitions in the U.S have picked up since authorities blocked AT&T Inc.’s takeover of Deutsche Telekom’s U.S. business in 2011. Deutsche Telekom has moved on and this year completed a merger of T-Mobile with MetroPCS Communications Inc. Japan’s SoftBank Corp. (9984) plans to complete a takeover of Sprint Nextel Corp. next month.

While phone and cable takeovers in Europe are also picking up, moves such as those by Telefonica and Vodafone are gambles as governments aren’t always consistent in their regulatory positions, said Peter Braendle, who helps manage $60 billion at Swisscanto Asset Management in Zurich.

Reshaping Europe

“Governments all try to be liberal or give the message that they are open for international global transactions,” said Braendle. Yet, moves such as blocking transactions and reducing roaming fees will be tempting because “they are very popular with consumers or with voters,” he said.

Vodafone’s deal to buy Kabel Deutschland will not only challenge Germany’s former phone monopoly, Deutsche Telekom. It will also put pressure on KPN and Telefonica to resume talks about a combination of their German wireless divisions, the No. 3 and No. 4 operators, behind Vodafone and Deutsche Telekom, said Robin Bienenstock, an analyst at Sanford C. Bernstein.

In Italy, Telecom Italia is evaluating a combination of its wireless business with Hutchison’s local unit. Vodafone is considering an acquisition of Fastweb SpA, Swisscom AG (SCMN)’s Italian fixed-line division, people familiar with the matter said this month. Spain’s cable operator Ono may also be a target for Vodafone or another carrier, Bernstein said. A Vodafone spokesman declined to comment on those scenarios.

“Europe is being reshaped, but not by regulators,” Bienenstock wrote in a note. The region “is rapidly moving toward a series of integrated duopolies.”

To contact the reporters on this story: Cornelius Rahn in Berlin at crahn2@bloomberg.net; Amy Thomson in London at athomson6@bloomberg.net

To contact the editor responsible for this story: Kenneth Wong at kwong11@bloomberg.net

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