InforCapital
M&A Transaction

Orange Polska & APG fold Nexera into Światłowód Inwestycje Growth

APG and Orange Polska acquire Nexera for PLN 1.5bn to add 800k FTTH homes; deal boosts Światłowód Inwestycje to ~3.7m connectable households

AM
Alvaro de la Maza

Partner at Aninver

Key Takeaways

  • Sector: Telecommunications.
  • Geography: Poland.

Analysis

Orange Polska and investment manager APG (acting on behalf of pension fund ABP) have reached a preliminary agreement to acquire Polish fibre operator Nexera, a deal that will be folded into the partners’ joint platform Światłowód Inwestycje. The transaction expands the platform by roughly 800,000 connectable households, taking the JV’s ambition to almost 3.7 million households by 2028 and reinforcing its pan‑Poland FTTH footprint.

The deal values Nexera at an Enterprise Value of PLN 1.5bn, of which approximately PLN 1.0bn is bank debt. On a simple conversion basis this corresponds to roughly USD 375m EV. The partners have indicated they will engage Nexera’s lenders to explore keeping existing debt within the business; any liabilities not retained on Nexera’s balance sheet will be repaid by the acquirers.

The strategic logic is straightforward and operationally compelling: both networks are built end‑to‑end in FTTH and occupy largely non‑overlapping, attractive wholesale territories. That geographic complementarity is expected to deliver material operating and procurement synergies, improving average unit economics and accelerating rollout efficiency across rural and small‑town markets where Nexera has particular strength.

Liudmila Climoc, CEO of Orange Polska, said the move strengthens the company’s leadership in fibre and complements a decade of sustained FTTH investment. Climoc highlighted the stabilising effect of bringing Nexera into a JV owned by long‑term, strategically aligned shareholders and flagged expected cost and operational upside once networks are integrated under an open wholesale model.

Arjan Reinders, Head of Infrastructure Europe at APG, speaking on behalf of ABP, described Nexera as a natural fit for the platform and said the acquisition accelerates progress toward the JV’s nearly 3.7m household target. APG reiterated its long‑term commitment to Polish fibre infrastructure as a driver of digital inclusion and economic productivity.

Nexera’s footprint comprises around 800,000 connectable households—the majority in smaller towns and rural areas—and about 280,000 retail customers served by multiple ISPs. The transaction preserves Światłowód Inwestycje’s fully open wholesale approach, which guarantees non‑discriminatory access to retail broadband providers and aims to foster a competitive retail market.

The transaction is subject to routine regulatory clearances. From a corporate finance perspective, Orange Polska has stated it does not anticipate any material impact on its balance‑sheet strength or leverage metrics following completion, reflecting the Partners’ plan to manage or refinance the existing bank facilities. Advisers to the buyers include banking, legal, tax and commercial technology advisers.

Poland is still in the expansion phase of FTTH deployment, with private and institutional capital increasingly backing large wholesale platforms that can scale across regions. By aggregating footprint and traffic, wholesale FTTH platforms seek lower marginal rollout costs and stronger negotiating position with suppliers and contractors. For retail ISPs this consolidation can mean broader access to fibre in areas where single‑operator build is uneconomic, but it also raises questions about wholesale pricing dynamics and regulatory oversight as platforms grow.