Orange and MásMóvil are already negotiating the terms to close their merger agreement in Spain. One of the points already agreed upon is the 50/50 distribution of political rights in the new company. This distribution will include the board of directors of the new operator, in which Orange and MásMóvil will have the same representatives.
In principle, if there is finally an agreement between the two groups, Orange could choose the president of the board of directors of the new operator, while MásMóvil would appoint the CEO, who would presumably be Meinrad Spenger, its current CEO, according to market sources.
Other sources in the sector indicate that the first task will focus on promoting the integration process of the two companies, key to the final success of the operation. In this way, initially, they do not rule out that the council be smaller in size to facilitate decision-making.
Subsequently, if the plans for going public are activated, which have been agreed within the possible roadmap, a board of directors adapted to that of a listed company would be implemented, with the consequent commissions, for strict compliance with the regulations of good government.
The initial agreement contemplates the right to launch an IPO under certain agreed conditions, as well as the right of Orange to take control and consolidate the combined entity in the event of an IPO.
Both groups have time and clear experience to renew the board of directors. In recent years, both Orange Spain and MásMóvil, which left the stock market in 2020 after the takeover bid for Cinven, KKR and Providence, have maintained boards with a listed company structure.
Currently, Lorca JVCO, the British parent company of MásMóvil, has as directors Robert Sudo, Stefano Bosio and Anthony Frank Elliott Ball, representing Providence; Begoña Araujo-Pérez, Thomas Railhac and Jorge Quemada, representing Cinven; Jean-Pierre Saad, Cristina Serna and Ignacio Cobo Bachiller, as representatives of KKR; Josep María Echarri, on behalf of the Spanish shareholders; and Meinrad Spenger and Germán López, members of the teleco leadership.
The MásMóvil group has largely replicated the board of directors of the parent company in Spain, Lorca Bidco Telecom, with practically the same members, in this case with Eduardo Díez-Hochleitner as president, after replacing Miguel Segura Martín a few weeks ago.
In this wave of changes, the group reduced the size of the board of the former parent company in Spain, MásMóvil Ibercom, and created a board in Kaixo Telecom, a vehicle with which it articulated the takeover bid for Euskaltel in 2021, chaired by Spenger.
The board of directors of Orange Espagne, the company’s parent company in Spain, has nine members: Gervais Pellissier, deputy CEO of the group, as chairman; Jean-François Fallacher, CEO of the Spanish subsidiary, while Christophe Naulleau, Bénédicte Nadine Javelot, Hugues Foulon, Marie-Noëlle Jégo-Laveissière and Clarisse Hériard Dubreuil are proprietary directors representing Orange.
María Luisa Jordá and Antonio Anguita are independent directors, while Antonio García is the general secretary of the board of directors.
In any case, the exact conditions will be defined during the ongoing negotiations and will materialize once the agreement is signed, which both parties expect to be signed in the second quarter of this year, and to close in the second quarter of 2023, once obtained the go-ahead from the competition authorities, probably from Brussels.