Norton Rose Fulbright is advising Orange SA on the sale of EE Limited, the UK mobile telephone operator currently jointly owned by Orange and Deutsche Telekom, to BT Group plc for £12.5 billion.

On February 5, 2015 BT Group plc, Orange SA and Deutsche Telekom agreed definitive terms on the sale of EE Limited. The consideration will be payable as a combination of cash and new BT ordinary shares issued to both Deutsche Telekom and Orange. The cash consideration will be financed by a combination of new debt financing and approximately £1bn placing of new BT shares. Following completion, Deutsche Telekom will hold a 12% stake in BT and Orange will hold a 4% stake in BT.

The transaction is subject to approval by the shareholders of BT and merger clearance, in particular from the UK Competition and Markets Authority. It is expected to complete before the end of BT’s 2015/16 financial year.

Orange SA is being advised by corporate partners Oliver Stacey, Chris Pearson and senior associate John Rix, together with Andrew Savage, Christopher McCarthy, Emma Dickinson (corporate), Dominic Stuttaford (tax), Mark Simpson (competition), Mike Knapper (IP/IT), Paul Griffin, (employment), Neil Biswas, (property), Caroline May (environment), Lesley Browning and Ed Hunnisett (pensions), Monique Fry (incentives) and Bob Haken (insurance).

Clifford Chance advised Deutsche Telekom and Freshfields Bruckhaus Deringer advised BT.