17 JUL 2025

Viaplay Group acquires the remaining 50% stake in Allente Group

Viaplay announced that it, through a wholly-owned subsidiary, has entered into an agreement to acquire Telenor Communication II AS’s 50 percent stake in Allente Group.

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Viaplay Group has today, through a wholly-owned subsidiary, entered into an agreement with Telenor Communication II AS (“Telenor”) to acquire Telenor’s 50% stake in Allente Group (“Allente”), a leading provider of televisions services delivered via satellite (DTH) and broadband, for a cash consideration of SEK 1.1 billion, to become the sole owner of Allente. The acquisition will be financed through available cash and a new SEK 1,726 million term loan facility. The acquisition is subject to customary regulatory approvals and the new term loan facility is subject to, among other customary conditions for a credit facility of this nature, approvals from bondholders in written procedures under each of Viaplay’s outstanding medium term notes maturing in 2028. Bondholders representing over 50 per cent of the outstanding amount in each bond loan, constituting a requisite majority and quorum for an approval, have entered into irrevocable undertakings to vote in favour of the proposal. Viaplay intends to initiate the written procedures on or about 17 July 2025.

Viaplay has renegotiated existing bank agreements to allow for the transaction and the accelerated transformation. In conjunction with the acquisition a new working capital facility equivalent to SEK 2.5 billion has been established and the company will be cancelling its existing EUR 646 million guarantee facility. The group’s total committed credit facilities will be reduced by SEK 3.4 billion in total. Following closing of the acquisition, long-term indebtedness will amount to approximately SEK 6.1 billion. The renegotiated financial arrangements coupled with the transaction will contribute to strengthen Viaplay’s credit profile and ready the company for a full future debt refinancing. Reducing indebtedness over the medium term is a priority.

Jørgen Madsen Lindemann, President and CEO of Viaplay Group, commented:"Viaplay Group has entered into an agreement to acquire Telenor’s 50 percent stake in Allente Group. The transaction represents a natural evolution of the successful long-term partnership between the companies. We are thankful and impressed of what has been accomplished together with Allente and Telenor over the past five years. Together Allente and Viaplay will focus on even more engaging products that consumers love to audiences across the Nordic market. The transaction is expected to create opportunities for both Allente and Viaplay Group to expand their customer base, enhance product and service offerings as well as promote operational and commercial synergies such as new product opportunities and offerings across platforms and markets."

Dan Ouchterlony, EVP Telenor Amp., added: “We are proud of what has been accomplished together with Allente and Viaplay over the past five years. As the company enters its next chapter, there is a better fit with Viaplay’s strategy than with Telenor’s. We’re confident the company will be in the right hands going forward.”

Viaplay Group AB (publ) (“Viaplay”) has launched written procedures among the holders of its outstanding medium term notes maturing in 2028, with ISINs SE0011426220, SE0012676138, and SE0013104957 (the “Notes”) issued under its MTN programme, as part of a broader financing transaction. According to a press release, Viaplay, through a wholly-owned subsidiary, agreed to acquire Telenor Communication II AS’s 50 percent stake in Allente Group — a leading provider of television services via satellite (DTH) and broadband — thereby assuming full ownership of Allente. In connection with the acquisition, Viaplay will arrange new working capital credit facilities, contingent upon the cancellation of its existing EUR 646,000,000 guarantee facility (the “Financing”).

The Financing is among other things subject to the approval of the holders of the Notes and Viaplay announced that it has instructed CSC Sweden, in its capacity of agent under the Notes, to send notices of written procedure including voting instructions to the direct registered owners and registered nominees of the Notes in the debt ledger held with Euroclear Sweden as per 16 July 2025. For more information regarding the requested approval, please refer to the notices of written procedure which are available on Viaplay’s website and CSC Sweden’s website.

In order for the request to be approved in the written procedures, holders representing at least 20 per cent of the adjusted nominal amount of each Notes must reply in the procedure and 50 per cent of the adjusted nominal amount of each Notes shall vote in favour of the request. Viaplay has received undertakings to vote in favour of approving the request in the written procedures by holders representing 55.1 per cent, 64.9 per cent and 68.7 per cent of the adjusted nominal amount under the Notes with ISIN SE0011426220, SE0012676138 and SE0013104957, respectively.

The outcome of the written procedures will be announced by way of press release in connection with the conclusion of the written procedures. The voting record date is 24 July 2025 and the last day for voting in the written procedure is 5 August 2025. The written procedure may however be terminated before the expiry of the time period for replies if a requisite majority has been obtained.

If the requested approvals are approved in the written procedures, an early bird fee amounting to 0.75 per cent of the nominal amount of the relevant Notes will be paid to the holders of Notes who voted in writing in advance no later than at 15:00 (CEST) on 30 July 2025, subject to the terms in the notices of written procedure. The early bird fee will be paid without undue delay after receipt of the approvals in the written procedures.

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