France Telecom-Orange (“FT”) and Orascom Telecom Media and Technology Holding S.A.E. (“OTMT”) announce that they have agreed on the final terms governing the partial sale of OTMT’s direct and indirect stakes in the Egyptian Company for Mobile Services (“ECMS”) and the parties’ continued partnership in the governance and ownership of ECMS. As of the date hereof, MobiNil for Telecommunications S.A.E. (“MobiNil”) owns 51.03% of the shares and voting rights in ECMS. FT holds 71.25% of MobiNil’s shares while OTMT holds the remaining 28.75%. In addition, OTMT directly owns 20% of the shares and voting rights in ECMS. The remaining share capital of ECMS amounting to 29% is traded with the EGX.

In connection with the transaction, FT, through its wholly-owned subsidiary, MT Telecom SCRL, will submit an application to the Egyptian Financial Supervisory Authority for authorization to launch an unconditional and irrevocable mandatory public tender offer request to acquire up to 100% of the issued capital of ECMS at a tender offer price per share of EGP 202.5 or approximately US$3.35 billion. OTMT will retain a 5% direct shareholding in ECMS and, via MT Telecom SCRL, hold approx. 30% of voting rights in ECMS.

An international team of Dechert lawyers, including François Hellot, Ermine Bolot, Xavier Nyssen, Guillaume Briant, Samantha Nataf, Marie de Jessey, Anne Charlotte Rivière (Paris), René Gonne, François Reyntens, Geoffroy Fink (Brussels), Marc Seimetz, Jean-Louis Frognet (Luxembourg), Corinna Mitchell, Jonathan Pickworth (London), and Matt Kerfoot (New York), is advising France-Telecom Orange on this transaction.