Sunrise to acquire UPC Switzerland to create a stronger Swiss converged challenger

On February 27, 2019, Sunrise Communications Group AG ("Sunrise") announced that is has signed a binding agreement to indirectly acquire UPC Switzerland GmbH ("UPC") for an enterprise value of CHF 6.3 billion. UPC is Switzerland's leading cable operator with access to 2.3 million homes, serving 1.2 million customers and 2.3 million service subscribers. The combination of Sunrise and UPC will form a fully converged nationwide challenger across all elements of the 4P bundle, including wholesale fibre, cable and mobile and will further strengthen Sunrise's position as a strong player in mobile, TV, fixed broadband and fixed voice customers. In the context of the transaction, Sunrise will undertake a rights issue in order to raise approx. CHF 4.1 billion to fund the cash payment and to repay certain existing Sunrise debt. The transaction is subject to receipt of regulatory clearance and approval of the rights issue by an extraordinary general meeting of Sunrise. Closing is expected to occur in Q2/Q3 2019.

Lenz & Staehelin is acting as lead counsel to Sunrise in this transaction. The team is led by Hans-Jakob Diem (Corporate and M&A) and includes partners Tino Gaberthüel (Corporate and M&A), Patrick Schleiffer (Capital Markets), Marcel Tranchet (Banking and Finance) as well as associates Simone Ehrsam, Peter Ling, Patrick Schärli, Fabiano Menghini, Pascal Genoud, Hannes Kieser, Ann Francesca Weibel, Alexander Wille, Alessandra Läser, Lukas Held, Lukas Staub, Adrian Wyss, Barbara Abegg, Thierry von Aarburg and Angelina Sgier. Meyerlustenberger Lachenal is advising Sunrise with respect to regulatory matters and Latham & Watkins, Slaughter and May and NautaDutilh with respect to financing, transitional services and Dutch law matters, respectively.