Proximus Group has signed a definitive agreement to acquire through Proximus Opal, a ~58% interest in Route Mobile, a global company specialized in CPaaS services, listed on NSE and BSE in India with a market capitalization of EUR 1.1 billion.

As a part of the agreement, some of the founding shareholders of Route Mobile will reinvest in a minority stake in Proximus Opal, a subsidiary of the Proximus Group and the holding company of Telesign, Proximus' US-based affiliate. Building on the combined strengths of Route Mobile and Telesign, the Group is paving the way to become one of the worldwide leaders in the fields of digital communications (CPaaS) and digital identity (DI).

In line with its strategic vision, Proximus Group already built up a significant presence in the CPaaS and DI markets thanks to Telesign. The strategic acquisition of Route Mobile generates substantial scale, with an annual revenue around EUR 900 million for Route Mobile and Telesign combined.

In CPaaS, the transaction enables the creation of one of the worldwide leaders: Proximus Group instantly becomes the third largest player globally (based on messaging volume1 ), with a vastly expanded customer outreach. Proximus' CPaaS portfolio will be significantly extended through adding Route Mobile capabilities, notably in omnichannel, which will help capture value from the ongoing – generative AI-based – revolutions in customer engagement. After closing of the transaction, the CPaaS activities of the Group will be led by Rajdip Gupta, the CEO of Route Mobile who will continue to execute his current role.

In DI, the Group will also strengthen its offerings as the addition of Route Mobile's “TruSense” skills will reinforce Telesign's already substantial capabilities. After closing of the transaction, the DI activities of the Group will be led by Joe Burton, the CEO of Telesign who will continue to execute his current role.

Geographically, Route Mobile's footprint in the Indian subcontinent, Africa, Asia-Pacific and Latin America perfectly complements Telesign's presence in Europe and North America, allowing the Group to own a worldwide customer coverage of >200 countries and territories, while ensuring exposure to high-growth markets.

The deal is expected to generate substantial value thanks to the enriching corporate culture, as well as the high complementarity of Route Mobile and Telesign – both in terms of product offerings and geographic coverage. Annual run-rate EBITDA synergies realized 3 years post-closing are expected to be at least EUR 90 million, which will be realized by both Route Mobile and Telesign.

The agreement consists of the acquisition by Proximus Opal (Proximus Opal is the holding entity owning Telesign and following this acquisition also the majority stake in Route Mobile) of a controlling stake (57.56%) in Route Mobile from the founding shareholders of the company, followed by a reinvestment by some of the founding Route Mobile shareholders into Proximus Opal. More specifically:

Proximus Group will acquire 57.56% of the shares (on fully diluted basis) in Route Mobile through Proximus Opal, for an initial INR 59,224 million (EUR ~643,0 million) cash consideration for a price per share of 1,626.40 INR.

The acquisition of the majority stake in Route Mobile will, in accordance with Indian regulations, trigger a mandatory takeover offer (MTO) for up to 26% of the total shares outstanding6 of Route Mobile at the same price per share. Depending on the outcome of the MTO, the stake held by Proximus Opal could further increase to around 75%7 of Route Mobile's shares. Total cash consideration for this part of the operation, will be determined by the effective MTO take-up.

The acquisition of the majority stake in Route Mobile and the MTO will be followed by a reinvestment of EUR ~299.6 million by some of the founding shareholders of Route Mobile, for up to 14.5% of the shares of Proximus Opal. The reinvestment by some of the founding shareholders of Route Mobile implicitly values Telesign at EUR 1.4 bn.

Taking into account the reinvestment, the net cash consideration for Proximus prior to MTO amounts to EUR ~343.4 million.