Enel has finalized the sale of 50 percent of Open Fiber, of which 40 percent to Macquarie Asset Management for a consideration of 2.1 billion Euro and 10 percent to CDP Equity for a consideration of 530 million Euro.
The contract relating to the sale of 40 percent of the share capital of Open Fiber to Macquarie Asset Management involves a consideration of 2.1 billion Euro and includes the transfer of 80 percent of the Enel portion of the shareholders’ loan granted to Open Fiber, including accrued interest. In line with what has already been announced to the market, the contract envisages that the above consideration will be increased at a rate of 9 percent per year calculated from July 1st, 2021, and up to the closing of the transaction.
The contract relating to the sale of 10 percent of Open Fiber share capital to CDP Equity S.p.A. (“CDPE”), in turn, involves a consideration of 530 million euros and includes the transfer to CDPE of 20 percent of the Enel portion of the shareholders’ loan granted to Open Fiber, including accrued interest.
The aforementioned contracts also include the recognition of the earn-outs in favor of Enel, linked to future and uncertain events, described in the press releases of December 17th, 2020, and April 30th, 2021.
The closing of the sale to Macquarie Asset Management and CDPE of the entire stake held by Enel in Open Fiber, expected in the last quarter of 2021, is subject to a series of conditions, including:
- the obtaining, by Open Fiber’s lending banks, of the waivers required for the transfer to Macquarie Asset Management of Enel’s 40 percent stake in Open Fiber;
- the achievement of various administrative authorizations needed for the transfer to Macquarie Asset Management and CDPE of Enel’s entire stake in Open Fiber, specifically relating to the golden power procedure with the Presidency of Italy’s Council of Ministers and to the clearance to be issued by the EU’s Antitrust Authority.