On December 22, 2017, CEE Legal Matters reported on EUR 1.9 billion acquisition of UPC Austria from Liberty Global by T-Mobile. T-Mobile’s team was led by Vice President Legal, Regulatory & Interception Anja Tretbar-Bustorf, who spoke to us about the deal.
CEELM: This was obviously a high-value deal. Did that effect how you approached the process of making it happen? Was your strategy or approach any different this time as compared to smaller deals?
ATB: Since we are not doing M&A deals in Austria on a daily basis we were extremely focused on getting the best possible support and worked hard to consider every detail of this transaction. The number one priority for the local team was the continuity of our operations after closing. Therefore, a lot of transition details were discussed.
CEELM: Why did you choose Wolf Theiss legal support on this particular acquisition?
ATB: We started in the summer of 2017 just before the due diligence phase with a pitch to choose the law firm to work with. We invited three Viennese law firms and asked them to present their approach to this deal and their ideas to get the legal work done with high efficiency. To get an impression how the different firms think and approach such a deal was the most important part for me in this process. At the end we chose Wolf Theiss because we got the impression that they really wanted to do this deal with us and would provide their full power to support us.
CEELM: Did Wolf Theiss employ any unexpected tools or demonstrate any innovative techniques that surprised or impressed you and helped facilitate the deal, or was their support standard and effective within your basic expectations?
ATB: Within Deutsche Telekom we are lucky to have a very experienced M&A teams. Together with colleagues from DT Legal, DT Regulatory, and other areas, the internal team was strongly focused on execution and well-structured. We incorporated Wolf Theiss into this structure so that it was quite clear from the beginning what kind of tasks we expected them to deliver on. The volume of the data room and its structure allowed us [to employ] a straight and efficient approach. Of course, we had detailed discussions around specific topics and ups and downs in the negotiations with the target company`s shareholder. But I think the teams managed very well, given the short time frame and the size of this deal.
CEELM: Did the entire process go smoothly and as expected, or did you encounter unexpected obstacles or challenges?
ATB: Time is always the most challenging obstacle in most of deals — as it was in this case. After two months of due diligence we started to negotiate the agreements quite late in 2017, but with the clear goal of a signing before Christmas. The last few weeks before signing I sometimes just did not know when to find the time to sleep. Our challenge was definitely to deliver quality in such a short time, between summer and Christmas.
CEELM: How are you managing the integration of the UPC Austria legal team into your own?
ATB: Currently we are preparing for the merger clearance. We are expecting the closing in summer. T-Mobile Austria is a mobile network operator with limited expertise in the areas of fixed line (cable) Internet and TV and entertainment. So we are looking forward to having people with the necessary skills in our new organization. The key for me is to build a legal team that will provide the best possible service to our business functions. The organizational integration itself will be straight forward due to fact that the teams on both sides are small — below ten persons on each side.