Bouygues Telecom, Orange and Iliad’s Free unit said they have signed a memorandum of understanding with Altice France to acquire telecom operator SFR on the basis of an enterprise value of €20.35 billion including debt, subject to regulatory approvals and closing adjustments. The parties had extended talks by 48 hours ahead of the signing as negotiations progressed.

The buyers’ indicative price split remains about 42% for Bouygues Telecom, 31% for Iliad and 27% for Orange, with the final allocation able to vary by closing depending on changes in customer bases. The MoU includes break-up fees ranging from €0.1 billion to as much as €2.0 billion depending on who terminates, the reasons and timing, and the consortium members would share such fees equally under the agreed framework, including in certain cases if the seller initiates termination.

The transaction is structured as a share deal for SFR SA and would involve dividing SFR’s operations among the three operators. Bouygues is set to take SFR Business along with selected consumer customers and assets, Iliad to take the RED by SFR customer base along with selected SFR consumer and small-business customers, and Orange to take selected consumer activities and certain SFR MVNO brands; mobile spectrum would be allocated among the three.

Assets not acquired at closing, including parts of fixed and mobile networks and certain retail and IT components, would remain in SFR SA for a transition period of at least 30 months and be jointly held in equal shares by the consortium to support operational continuity during migration and integration. Closing adjustments outlined include a potential earn-out of up to €0.65 billion, mechanisms tied to SFR’s financial performance up to closing, customary debt-related adjustments based on closing accounts, and adjustments linked to compliance with commitments through closing.