Mobile in-market consolidation in Western Europe: impact of recent mergers on margins and market share

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1 About Analysys Mason 1 Mobile in-market consolidation in Western Europe: impact of recent mergers on margins and market share August 2013 Pablo Iacopino Executive summary Mobile in-market consolidation (mergers or acquisitions between two mobile players in the same country) is gaining momentum in Western Europe, as the commoditisation of traditional telecoms services drives down revenue, markets reach critical mass, and competition and regulatory measures impact on operator margins. The announced acquisition of E-Plus by Telefónica in Germany which is subject to regulatory and shareholder approval, and which has been followed by América Móvil s intention to take over KPN brings the number of mobile in-market consolidation deals in Western Europe to eight during Mergers have mainly taken place between third and fourth players, but an easier regulatory environment in the future might lead to more consolidation activity by incumbents, as a means of achieving sustainable margins, cash flow and investor return in large markets. Mergers are expected to improve the EBITDA margin and cash-flow generation of the combined entity, as a result of opex and capex synergies, and market rationalisation. Markets with three mobile players are likely to be more rational in terms of price competition, because mergers usually involve small operators that aim to win market share by destabilising commercial strategies. If regulators approve the proposed M&A deals between challenger mobile operators in Germany (Telefónica/KPN) and Ireland (Hutchison 3G Ireland (3)/Telefónica), the number of countries in Western Europe with three mobile players will exceed that of countries with four players (nine and seven respectively). The Herfindahl-Hirschman Index (HHI), which is an indicator of market concentration, shows that Italy, Spain and the UK have the lowest mobile concentration, and are therefore possible candidates for consolidation (see Figure 2). This Viewpoint highlights the following major outcomes of recent mobile in-market mergers. Such deals have resulted in incumbents winning greater mobile subscriber market share. The merged entities have generally improved their EBITDA margins, bringing them closer to those achieved by the incumbent mobile operators. The Viewpoint also presents Analysys Mason s latest forecasts on the mobile telecoms market in Germany, where revenue looks set to decline from 2013 onwards reversing the trend of the last few years because over-the-top (OTT) services are threatening traditional voice and messaging services, and quadruple-play offers may gain traction, driving down prices. This revenue decline, and the need for operators to defend margins in a changing competitive scenario, has driven intense M&A activity in Germany, with two major deals announced recently: the mobile merger between Telefónica and E-Plus, and the fixed mobile play of Vodafone bidding for Kabel Deutschland.

2 Mobile in-market consolidation in Western Europe: impact of recent mergers on margins and market share 2 Most mergers in Western Europe have been between the third and fourth mobile players Eight mobile in-market consolidation deals have taken place in Western Europe during , of which two are still subject to regulatory and shareholder approval: Telefónica/KPN in Germany, and Hutchison 3G Ireland/Telefónica in Ireland. Figure 1: Mobile in-market consolidation deals, Western Europe, [Source: Analysys Mason, 2013] Country Consolidator Acquired player Closing date of deal Netherlands KPN (first player) Telfort (fifth player) 4Q 2005 Austria T-Mobile (second player) tele.ring (fourth player) 2Q 2006 Greece WIND Hellas (third player) Q-Telecom (fourth player) 2Q 2007 Netherlands T-Mobile (third player) Orange (fourth player) 4Q 2007 UK Everything Everywhere (EE) created by the merger between Orange (third player) and T-Mobile (fourth player) 2Q 2010 Austria Hutchison Austria (3) (fourth player) Orange (third player) 1Q 2013 Ireland Hutchison 3G (3) (fourth player) Telefónica (O2) (second player) Ongoing Germany Telefónica (O2) (third player) E-Plus (fourth player) Ongoing In five of these deals, the merger was between the third and the fourth mobile player in the market. The Netherlands was the only country in which an incumbent mobile player strengthened its market position through acquisition (of the fifth player, in this case). Mobile in-market consolidation deals are usually subject to certain regulatory conditions, such as opening up the market to MVNOs or leaving spectrum free, but Figure 1 shows that mergers between the third and fourth players are more likely to be approved. The commoditisation of traditional telecoms services, and the ongoing decline of telecoms revenue and margins in Western Europe, are likely to increase the importance of mobile in-market consolidation and fixed mobile integration deals. Figure 2 shows the Herfindahl-Hirschman Index (HHI) 1 in Western Europe, which is an indicator of market concentration, and is one of the criteria that competition authorities examine to evaluate merger scenarios. If regulators approve the proposed M&A deals (in Germany and Ireland), Italy, Spain and the UK will have the lowest mobile concentration, and therefore, become possible candidates for consolidation. 1 Calculated by squaring the market share of each operator, and then summing the resulting numbers.

3 Switzerland Portugal Greece Norway Austria Netherlands Belgium Finland France Sweden Denmark Spain Ireland Ireland² Italy UK Germany Germany² Herfindahl-Hirschman Index (HHI) Mobile in-market consolidation in Western Europe: impact of recent mergers on margins and market share 3 Figure 2: Herfindahl-Hirschman Index (HHI) for mobile market concentration, Western Europe, 1Q13 [Source: Analysys Mason, 2013] Countries with three players Countries with four players ² After the ongoing merger Previous deals have resulted in incumbents gaining market share and merged entities improving profit margins Comparing data from four mobile in-country mergers in Figure 1 that involved the second, third and fourth players (Austria, Greece, Netherlands and the UK) and considering results from the 10 quarters before and after the merger, reveals two major trends. Merged entities lost market share of subscribers, while incumbents gained market share. Merged entities generally improved their EBITDA margins, nearly matching that of the incumbent in some cases. Figure 3 shows that merged entities lost market share of subscribers in all countries we examined, in the 10 quarters following the merger. Challenger operator Hutchison 3G (which was not involved in the four deals examined, but has become a major mobile consolidator in the last few months) gained market share in Austria and the UK, but the main winners in most countries were the incumbents, which increased their market share of subscribers in all four cases. In a few countries (notably the Netherlands), MVNO agreements have also contributed to boosting incumbent market share. However, it seems clear that incumbents are benefiting significantly from the reduction in the number of players and from less price competition following mobile mergers. In the Netherlands and the UK the retail voice price per minute was almost stable in the ten quarters following mergers, compared with a substantial decline in the ten quarters before the merger.

4 Market share index (Merger quarter = 1.0) Mobile in-market consolidation in Western Europe: impact of recent mergers on margins and market share 4 Figure 3: Market share of subscribers of merged entities and incumbents, ten quarters before and after the merger, selected Western European countries [Source: Analysys Mason, 2013] Number of quarters after merger Austria Greece Netherlands UK T-Mobile/tele.ring Wind/Q-Telecom T-Mobile/Orange Orange/T-Mobile Telekom Austria Cosmote KPN Telefónica UK 1 Incumbent operators are shown as dotted lines. Merged mobile operator entities may have focused more on delivering the announced opex and capex synergies following the merger, rather than focusing on market share, which is usually a secondary target of a merger. Merged entities increased their EBITDA margins (EBITDA as a percentage of revenue), either in absolute value or relatively to incumbents, thanks to higher scale and opex synergies (see Figure 4). Two years after the merger, Everything Everywhere (EE) has not only increased its EBITDA margin from 19.6% in 2010 to 21.2% in 2012, but has nearly matched the margin of its largest UK competitors O2 and Vodafone in line with its long-term target of achieving an EBITDA margin superior to best-in-class operators in the UK. The opex savings reached by the end of 2012 represented 83% of the run-rate target, slightly above the initial target of 75%. In the Netherlands, T-Mobile has substantially increased its EBITDA margin, unlike the incumbent KPN, whose margin (fixed and mobile) has been under pressure, but continues to be one of the highest in the telecoms industry (48%).

5 EBITDA margin Mobile in-market consolidation in Western Europe: impact of recent mergers on margins and market share 5 Figure 4: EBITDA margin of merged entities and incumbents, selected Western European countries, 2010 and 2012 [Source: Analysys Mason, 2013] 60% 50% 40% 30% % 10% 0% Telekom Austria¹ T-Mobile KPN¹ T-Mobile Vodafone Telefónica UK Everything Everywhere Austria Netherlands UK 1 Figures include fixed and mobile operations. M&A is a key theme in Germany, where telecoms revenue looks set to decline Germany is one of the strongest economies in Western Europe, and the mobile telecoms market continued to grow until the end of This growth was in contrast with other Western European countries positive growth in mobile service revenue only occurred in three countries during 2012 Germany, Norway and Sweden. However, according to Analysys Mason s forecast report, Western Europe telecoms market: trends and forecasts , mobile service revenue in Germany will decline from 2013 onwards because OTT services are threatening traditional services, and quadruple-play offers may gain traction, driving down prices. Results from the first quarter of 2013 already show a decline in mobile service revenue compared with the first quarter of We forecast that mobile service revenue in Germany will decline at a CAGR of 1.5% between 2012 and 2018 (see Figure 5). Voice revenue will decline the most because of the reduction in mobile termination rates (MTRs) and the threat from OTT services, but messaging services will be similarly challenged, reversing the trend in Handset data revenue will increase at a CAGR of 11.9% as the number of smartphone users increases, and the proportion of these on the 4G network begins to increase. However, demand for intense data usage has not yet been proven in Germany, and therefore handset data revenue will increase only in proportion to the speed at which customers transfer to smartphones, and learn to use features more heavily. A short-lived 4G price premium will only yield a temporary boost to revenue from a small number of users.

6 Revenue (EUR billion) ARPU or ASPU (EUR per month) Mobile in-market consolidation in Western Europe: impact of recent mergers on margins and market share 6 Figure 5: Mobile service revenue by type, ARPU and ASPU, Germany, [Source: Analysys Mason, 2013] [Source: Analysys Mason, 2013] Retail voice Retail messaging Retail handset data Retail mobile broadband Retail M2M Termination ASPU ARPU 1 ARPU and ASPU are calculated from total revenue divided by the average number of handset and mobile broadband connections (M2M connections are excluded from the denominator). Two major deals in Germany have been announced recently: the mobile merger between Telefónica and E-Plus, and the fixed mobile play of Vodafone bidding for Kabel Deutschland. On 23 July 2013, Telefónica agreed to acquire E-Plus, KPN s German mobile subsidiary, for an implied valuation of EUR8.1 billion, to be paid via cash and shares. The operation is subject to regulatory and shareholder approval, and has been followed by América Móvil s intention to take over KPN. When the transaction is completed Telefónica will hold a 65% stake in Telefónica Deutschland, KPN will have 17.6% and the remaining shares will be free float. The merger between Telefónica Deutschland and E-Plus will create a leader in the German mobile market with about 40 million mobile subscribers and about EUR8 billion of combined mobile revenue. Based on data for the first quarter of 2013, the merged entity will have a 38% subscriber market share, placing it ahead of T-Mobile and Vodafone.

7 Mobile in-market consolidation in Western Europe: impact of recent mergers on margins and market share 7 Figure 6: Mobile market share of active SIMs by operator, Germany, 1Q 2013 [Source: Analysys Mason, 2013] Telefónica Germany (O2) 18.4% Telekom Deutschland (T-Mobile) 34.8% E-Plus Service 19.6% Total active SIMs: million Vodafone 27.2% The main rationale of the Telefónica/KPN deal is to create synergies in the German mobile market. The net present value of the synergies expected by Telefónica and KPN is estimated at between EUR5 billion and EUR5.5 billion net of integration costs, of which EUR4.5 billion from opex and capex synergies, particularly with respect to distribution, customer service and network, and the rest from revenue, financial and tax synergies. The expected annual run-rate synergies of about EUR800 million represent about 10% of combined opex and capex as of The most comparable previous mobile in-market consolidation deal is the 2010 merger between Orange and T- Mobile in the UK which created Everything Everywhere (EE). The deal was similar in terms of both revenue of the combined entity (about EUR8 billion in 2010) and expected synergies (about EUR4 billion of net present value of opex and capex synergies, net of integration costs). The expected annual run-rate synergies of about EUR600 million represented about 9% of combined opex and capex as of 2010 and, as discussed above, EE appears well on track to deliver to plan. Vodafone is using a different strategy of focusing more on building fixed mobile offers and improving its market position in unified communications. On 30 July 2013, Vodafone launched a public takeover offer for Kabel Deutschland the largest cable operator in Germany in order to create a leading unified mobile/fixed service provider, with combined revenue of about EUR11 billion. Vodafone also signed a vertical fibre access agreement in Spain, and a wholesale fibre access agreement in Italy. This is further evidence of the need for mobile operators to get creative in their approach to maximising opportunity in a highly pressured market.

8 2 About Analysys Mason 8 About Analysys Mason Knowing what s going on is one thing. Understanding how to take advantage of events is quite another. Our ability to understand the complex workings of telecoms, media and technology (TMT) industries and draw practical conclusions, based on the specialist knowledge of our people, is what sets Analysys Mason apart. We deliver our key services via two channels: consulting and research. Consulting Our focus is exclusively on TMT. We support multi-billion dollar investments, advise clients on regulatory matters, provide spectrum valuation and auction support, and advise on operational performance, business planning and strategy. We have developed rigorous methodologies that deliver tangible results for clients around the world. For more information, please visit Research We analyse, track and forecast the different services accessed by consumers and enterprises, as well as the software, infrastructure and technology delivering those services. Research clients benefit from regular and timely intelligence in addition to direct access to our team of expert analysts. Our dedicated Custom Research team undertakes specialised and bespoke projects for clients. For more information, please visit 2 Published by Analysys Mason Limited Bush House North West Wing Aldwych London WC2B 4PJ UK Tel: +44 (0) Fax: +44 (0) Registered in England No Analysys Mason Limited 2013 All rights reserved. No part of this publication may be reproduced, stored in a retrieval system or transmitted in any form or by any means electronic, mechanical, photocopying, recording or otherwise without the prior written permission of the publisher. Figures and projections contained in this report are based on publicly available information only and are produced by the Research Division of Analysys Mason Limited independently of any client-specific work within Analysys Mason Limited. The opinions expressed are those of the stated authors only. Analysys Mason Limited recognises that many terms appearing in this report are proprietary; all such trademarks are acknowledged and every effort has been made to indicate them by the normal UK publishing practice of capitalisation. However, the presence of a term, in whatever form, does not affect its legal status as a trademark. Analysys Mason Limited maintains that all reasonable care and skill have been used in the compilation of this publication. However, Analysys Mason Limited shall not be under any liability for loss or damage (including consequential loss) whatsoever or howsoever arising as a result of the use of this publication by the customer, his servants, agents or any third party.

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