Proximus (PROX) M&A announcement summary

Deal rationale and strategic fit

• Acquisition of the remaining 50.01% stake in Unifiber for €75 million secures full ownership and strategic control over a key fiber asset, supporting accelerated fiber deployment and digitalization in Belgium, targeting 600,000 homes passed by 2030.

• Full ownership simplifies the structure, increases strategic flexibility, and enables operational progress and upside from increased network utilization.

• Strengthens control over critical fiber assets and supports long-term digitalization and growth goals.

• Accelerated consolidation due to favorable conditions, lack of further funding from other shareholders, and confidence in regulatory approval.

Financial terms and conditions

• Purchase price for Eurofiber's 50.01% stake was €75 million, valuing Unifiber at an enterprise value of approximately €560 million.

• Unifiber's total expected CapEx for fiber build is about €1 billion, funded by €390 million bank debt, €130 million equity injections, and a €20 million convertible bond.

• Change of control was originally planned for 2031 but is now accelerated.

• Net debt to EBITDA ratio expected to remain below 3.0x, with deleveraging from 2028.

Synergies and expected cost savings

• Financial synergies from refinancing Unifiber's €400 million bank debt at more favorable group rates and operational integration, including IT optimization.

• Elimination of network access costs and working capital outflows, with benefits from third-party inflows and improved network economics.

• Consolidation of Unifiber CapEx and debt into group balance sheet, reducing equity injections and capturing full third-party revenue inflows.