Orange signs MOU to acquire SFR stake in €20bn consortium deal

Orange has signed a Memorandum of Understanding alongside Bouygues Telecom and the Free–iliad Group to acquire SFR, France's second-largest mobile and fixed-line operator, from Altice France. 

The consortium deal values SFR's enterprise assets at €20.35 billion in total, with Orange's share amounting to approximately 27%, or €5.6 billion, subject to closing adjustments.

Under the agreement, Orange would acquire roughly four million mobile customers — an 18% uplift to its French mobile base — and one million fixed broadband customers, representing an 8% increase. The assets also include an additional 47 MHz of radio spectrum, equivalent to 31% of SFR's current portfolio, which would give Orange a total of 221 MHz and, the company says, cement its position as the leading spectrum holder in France. The acquired subscriber pool generated approximately €1.7 billion in revenue and €0.6 billion in EBITDAaL in 2025.

The deal

Orange expects run-rate cost synergies of more than €0.5 billion per year once fully realised, projected to be achieved five years after closing. The synergy breakdown is roughly 60% from infrastructure and network consolidation, 20% from IT and back-office efficiencies, and 20% from distribution rationalisation. Total integration costs are estimated at €1.3 billion spread across five years. On a stabilised basis, the acquired assets are expected to contribute approximately €0.9 billion annually to Orange France's EBITDAaL. The transaction will be financed through debt, with Orange reconfirming a medium-term IFRS leverage target of around 2x and a commitment to a progressive dividend floor of €0.85 per share in 2028.

Christel Heydemann, chief executive of Orange, said: "In an accelerating digital world, France needs operators capable of investing massively and sustainably in infrastructure and digital services."

The consortium has committed to maintaining employment for all acquired SFR staff until at least the beginning of 2029, reflecting the scale of a multi-year subscriber and infrastructure migration programme. Definitive legal documentation is expected to be signed in the second half of 2026, with transaction completion anticipated in the second half of 2027, subject to regulatory clearance.

Regulatory and competitive context

The transaction is one of the most significant consolidation moves in European telecoms in several years and will face close scrutiny from the French competition authority, the Autorité de la concurrence, as well as potentially the European Commission depending on jurisdictional thresholds. France's current four-operator mobile market — Orange, SFR, Bouygues Telecom and Free — would, if the deal completes as structured, effectively become a three-operator market at the network level, a configuration regulators have historically been cautious about approving without material remedies such as spectrum divestments or mandated wholesale access.

The structure of a consortium acquisition, rather than a single-buyer takeover, is notable. By splitting SFR's assets across three acquirers, the parties appear to have designed the deal to pre-empt the most obvious competition objections — each buyer absorbs a portion of SFR's customer base and spectrum rather than any single operator gaining dominance. Regulators will nonetheless examine whether the coordinated nature of the consortium itself raises concerns under merger control rules.

More broadly, the deal reflects a pan-European push for telecoms consolidation that has gained political momentum alongside EU discussions on reducing fragmentation in the digital single market. Operators have argued consistently that scale is a prerequisite for sustained investment in 5G densification and future 6G development. France's telecom regulator Arcep, which publishes annual network quality rankings, will be closely watched for its stance on any spectrum conditions attached to clearance.

Orange noted that at this stage there is no certainty the transaction will complete. Break-up fees for Orange range from approximately €30 million to as much as €700 million depending on the circumstances of any termination.