Decision Nº M/23/045 from Competition and Consumer Protection Commission,

• Jurisdiction: Ireland
• Court: Commissioner for Environmental Information
• Decision Number: M/23/045
• Parties: Proximus Opal S.A./N.V.,Proximus S.A./N.V.,Route Mobile Limited

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Merger Notification No. M/23/045 – PROXIMUS OPAL/ROUTE MOBILE

DETERMINATION OF MERGER NOTIFICATION M/23/045

– PROXIMUS OPAL/ROUTE MOBILE

Section 21 of the Competition Act 2002

Proposed acquisition by Proximus Opal S.A./N.V. of sole control of Route

Mobile Limited

Dated 27 October 2023

Introduction

1. On 25 August 2023, in accordance with section 18(1)(a) of the Competition Act 2002, as

amended (the “Act”), the Competition and Consumer Protection Commission (the

“Commission”) received a notification of a proposed acquisition, whereby Proximus

Opal S.A./N.V. (“Proximus Opal”) would acquire sole control of Route Mobile Limited

(“Route Mobile”) (the “Proposed Transaction”).

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The Proposed Transaction

2. The Proposed Transaction is to be implemented pursuant to a share purchase

agreement dated 17 July 2023 between the sellers of the shares of Route Mobile,

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Proximus Opal, and the guarantor

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(the “SPA”). Pursuant to the SPA, Proximus Opal will

acquire a majority shareholding of 57.56% and thus sole control of Route Mobile.

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The Undertakings Involved

The Acquirer – Proximus Opal

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In this determination, together Proximus Opal and Route Mobile are referred to as the “Parties”.

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The sellers are private individuals and are listed in Schedule 1 of the SPA as: […].

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The Guarantor is listed in the SPA as Proximus SA De Droit Public.

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In the notification, the Parties note (para 1.1) that following the implementation of the SPA, there will be a r einvestment by

some of the founding shareholders of Route Mobile for up to 14.5% of the shares of Proximus Opal, but that this reinvestment

will not lead to any change in control over Proximus Opal, which will remain under the control of Proximus.