Orange, Bouygues and Free sign €20bn MoU to acquire SFR
Orange, Bouygues Telecom and the Free–iliad Group have signed a Memorandum of Understanding to acquire SFR from Altice France for a total enterprise value of €20.35 billion, subject to closing adjustments. The deal, announced on 6 June 2026, would dismantle France's fourth major mobile operator and divide its assets, customers and frequencies among the three remaining national carriers.
The transaction is structured as a share deal in which the Consortium acquires SFR SA. Once competition clearance is obtained, assets will be redistributed: Bouygues Telecom takes the SFR Business division and 5.9 million B2C customers alongside the Prixtel MVNO; the Free–iliad Group absorbs the 6.0 million-strong RED by SFR base plus a further 2.0 million subscribers; and Orange receives 4.9 million customers via the Régio, Syma and Coriolis MVNOs. Fixed and mobile network infrastructure not immediately allocated will be held in equal thirds within SFR SA for a transition period of at least 30 months to preserve service continuity.
Deal terms
The headline price carries a potential earn-out of up to €0.65 billion and safety-clause provisions for a downward adjustment depending on SFR's financial performance through to closing. Break-up fees range from €0.1 billion up to €2 billion in the event of a signed deal falling apart, shared equally among Consortium members. The cost split mirrors the April 2026 indicative offer: Bouygues Telecom bears approximately 42%, Free–iliad 31% and Orange 27%, with those proportions subject to revision based on shifts in customer bases before closing.
Based on 2025 figures, the combined scope generates €8.0 billion in annual revenue and €2.6 billion in EBITDAaL. Post-combination revenue shares would fall roughly as 52%/27%/21% to Bouygues, Free–iliad and Orange respectively; EBITDAaL splits at 42%/33%/24%. The Consortium said the deal is expected to generate significant synergies, though no quantum was disclosed.
The three operators have committed to guaranteeing employment for all in-scope SFR staff until at least the start of 2029, either in their existing roles or through redeployment offers. A formal consultation period with employee representative bodies has now opened.
Regulatory path and market implications
Completion of the transaction is targeted for the second half of 2027, with definitive legal documents expected to be signed in the second half of 2026. Regulatory clearance — primarily from French and EU competition authorities — is the critical dependency. The Autorité de la concurrence will scrutinise a move that reduces the French mobile market from four operators to three, a structural consolidation that French and European regulators have historically viewed with caution. The European Commission may also assert jurisdiction given the scale of the transaction and the parties' cross-border footprints.
Precedent from earlier European four-to-three mobile consolidations — including the UK's O2/Three merger, which took several years to clear — suggests the Consortium should prepare for extended remedies negotiations, potentially including mandatory MVNO access obligations or localised spectrum divestments.
The deal also carries digital-sovereignty implications. France has repeatedly signalled a policy preference for domestically controlled critical communications infrastructure; the Consortium's framing of the transaction as supporting "sovereign and high-performing" digital services appears calibrated to align with that agenda. Orange, which carries a partial state shareholding via Bpifrance, will face additional scrutiny over any market-position gains it derives from the asset split.
At €20.35 billion, this ranks among the largest European telecoms M&A transactions of the decade. Investors will watch for the formal competition filing dates, the scope of any behavioural or structural remedies demanded, and whether SFR's financial trajectory between signing and close triggers the safety-clause price adjustment mechanism.