Clifford Chance

Clifford Chance advises Tele2 on the Phase II unconditional clearance granted by the European Commission for the merger of Tele2 Netherlands with T-Mobile Netherlands

Leading international law firm Clifford Chance successfully represented Tele2 in obtaining unconditional approval for the merger of Tele2 Netherlands with T-Mobile Netherlands, following a complex Phase II investigation. The transaction was announced on 15 December 2017 and brings together the third and fourth largest mobile network operators in the Netherlands, with a combined market share of around 25%.

A key basis for the Commission's decision to unconditionally clear the merger is that Tele2 demonstrated that its ability to compete in the Netherlands as a mobile network operator absent the transaction was uncertain. Following the merger, the combined business will be in a position to accelerate investment and competition in the Dutch market.

Commenting on the decision, partner Jenine Hulsmann said: "This is a transformational deal for Tele2 and a major achievement for Clifford Chance's cross-border antitrust team. While recent mobile consolidation deals have raised significant competition concerns, today's decision shows that specific market conditions can justify a different approach."

The transaction is expected to close at the beginning of January 2019. The combined company will continue to operate the Tele2 brand in the Netherlands. On closing, Tele2 will hold a 25 per cent share in the combined company and receive a cash payment of around EUR 190 million, subject to standard closing adjustments.

The Clifford Chance team advising Tele2 on the Commission's merger review process was led by London antitrust partner Jenine Hulsmann with support from London antitrust lawyers Laila Wood, Nivi Balaji and Nissim Massarano, and Amsterdam-based antitrust lawyers Frans Muller and Celine Vermeulen.