WindTre has agreed to acquire Italian FWA specialist OpNet for €485 million, picking up spectrum assets and a 5G standalone network in the process.

It’s an interesting move from WindTre, which is in the process of selling off its network business in Italy; it brokered a €3.4 billion deal with EQT last summer. We haven’t yet heard from WindTre on the matter – the announcement came from OpNet – so we can’t share its own rationale for the move.

Common sense says it’s about spectrum and 5G strength though.

OpNet has a long history as a fixed wireless player in the Italian market under its previous moniker Linkem; it changed its name following the spin-off of its retail business and merger into Tiscali in 2022. It started as a WiFi player, went through the WiMAX phase and into LTE, but most recently declared itself the country’s – and arguably Europe’s – first 5G standalone network operator. Ericsson claimed it was the first on the continent, having begun implementation in September 2021, when it announced it was supplying 5G core technology to support OpNet’s 5G-based FWA service just over a year ago.

First-to-market claims are a non-issue here. It’s where OpNet is at present that matters. And currently it boasts a 5G-based FWA network using 3.5 GHz spectrum, including 3,000-plus base stations and covering around 75% of the population.

That was always going to be an attractive proposition for WindTre. As Il Sole 24 Ore pointed out, before the price of the deal was made public, OpNet’s spectrum assets will be a valuable addition to those of its new owner, noting that WindTre paid more than €516 million for frequencies in the 3.7 GHz and 26 GHz bands in Italy’s high-spend mid-band auction in 2018.

The paper quoted an internal memo from WindTre as saying that the deal is part of its strategy to “optimise and develop its network infrastructure,” as well as contributing to the digital transformation of Italy as a whole.

Not a lot to go on there. For its part, OpNet said the acquisition fits with its “strategy to enhance its assets and dynamic business model that set it apart.”

In fact, from OpNet’s side at least, the deal is mainly about finances.

OpNet owner Jefferies Financial Group shared the T&Cs of the deal and essentially said it comes as it looks to ditch legacy investments return to its roots as a pure play investment banker.

It noted that the €485 million price tag will consist of cash sufficient to satisfy all of OpNet’s financial debt, transaction costs and other cash obligations and approximately €225 million to be paid in cash or bonds.

Jefferies added that the sale is subject to regulatory approvals, but it expects it to close in the second or third quarter of this year.

While there is no great competition issue with regard to the size of OpNet, particularly given that the deal does not include retail operations, the Italian authorities will doubtless have a close look at the assets that will transfer to WindTre, so it could take some time.

Meanwhile, WindTre has bigger fish to fry on the network front.

Il Sole 24 Ore sees “clouds” hanging over WindTre’s networks deal with EQT and predicts that it will not be able to get the transaction over the line by the proposed 12 February closing date. Presumably we will find out one way or the other next week.

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