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Business Combinations | 12 Months Ended
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Dec. 31, 2024
Business Combinations and Acquisitions of Non-Controlling Interests [Abstract] |
Business Combinations | Business combinations 2024 Joint operation in Colombia On February 26, 2024, Colombia Telecomunicaciones S.A. ESP BIC and Colombia Móvil S.A. ESP signed a binding framework agreement for the implementation of a single mobile access network, through an independent company, Unired Colombia, S.A.S, as well as for sharing the radioelectric spectrum usage permits through a Temporary Union, whose only users would be the two shareholders participating in the aforementioned agreement. The transaction closed on December 20, 2024, with the first transfer by the Ministry of Information Technology and Communications of the permit for the access, use and exploitation of 20 MHz of radioelectric spectrum for the operation of land mobile radiocommunication services in the national territory granted to Colombia Móvil in favor of the Temporary Union. On this date, Colombia Telecomunicaciones and Colombia Móvil contributed their mobile infrastructure businesses and, in addition to the payment of 25 million dollars (approximately 24 million euros at the closing exchange rate of December 31, 2024) by Colombia Telecomunicaciones as equalization, both shareholders obtained equal participation (50:50) in the joint operation. This payment is scheduled to take place in 2025. The following table summarizes the proportional share of the fair value of the contributions made to the joint operation by each of the parties:
Millions of euros |
Intangible assets | 11 |
Property, plant and equipment | 88 |
Rights of use | 22 |
Trade receivables | 43 |
Total assets | 164 |
Lease liabilities | 2 |
Account payables | 77 |
Provisions | 1 |
Total liabilities | 80 |
In addition, the goodwill allocated to the transaction amounting to 16 million euros has been written off (see Note 7). The result associated with the transaction recorded in "gains from sale of businesses" has amounted to 47 million euros (Note 26). IPNET Group On October 1, 2024, Telefônica Cloud e Tecnologia do Brasil S.A., a subsidiary of Telefónica Brasil, completed the acquisition of IPNET Serviços em Nuvem e Desenvolvimento de Sistemas Ltda. and IPNET USA, LLC. At the date of preparation of these consolidated financial statements, the allocation of the purchase price is provisional. The following table summarizes the consideration, the fair values of the identifiable assets acquired and the liabilities assumed at the time of the acquisition and the preliminary goodwill:
Millions of euros |
Consideration | 37 |
Intangible assets | 11 |
Customer relationships | 5 |
Other intangible assets | 6 |
Property, plant and equipment | — |
Other long term assets | 16 |
Trade receivables | 5 |
Other current assets | 1 |
Loans | (1) |
Trade payables | (5) |
Deferred tax liabilities | (2) |
Provisions | (16) |
Fair value of net assets | 9 |
Preliminary Goodwill | 28 |
The total consideration was 224 million reais (equivalent to 37 million euros). At the closing of the transaction a payment was made amounting to 60 million reais (10 million euros, see Note 28) and the remaining amount was pending payment as of December 31, 2024, in accordance with the contractual clauses. From the acquisition date until the conclusion of these consolidated financial statements, IPNET contributed 11 million euros to consolidated revenues. 2023 During 2023, no significant business combinations have taken place. 2022 Acquisition of mobile assets of Oi Group On April 20, 2022, the closing of the transaction related to the Purchase Agreement for Acquisition of UPI Mobile Assets of Oi Group took place, and Telefónica Brasil acquired, on such date, all the shares of the company Garliava RJ Infraestrutura e Redes de Telecomunicações S.A. (Garliava), to which the mobile assets of Oi Group assigned to Telefónica Brasil had been contributed, under the segregation plan stated in the Oi Agreement. The mobile assets of Oi Group finally assigned to Telefónica Brasil were the following: •Customers: approximately 12.5 million (equivalent to 30% of the total customer base of the mobile assets of Oi Group) – according to ANATEL’s February 2022 data; •Spectrum: 43 MHz as national population-weighted average (46% of the radiofrequency of the mobile assets of Oi Group); and •Infrastructure: contracts for the use of approximately 2.7 thousand sites of mobile access (corresponding to 19% of the sites of the mobile assets of Oi Group). On the date of approval of the consolidated financial statements for the year 2022, the Company had concluded the report for the allocation of the purchase price. The following table presents the consideration, the fair value of the identifiable assets and the liabilities assumed at the acquisition date and the goodwill:
Millions of euros |
Consideration | 1,093 |
Intangible assets | 539 |
Licenses | 520 |
Customer relationships | 19 |
Property, plant and equipment | 29 |
Rights of use | 105 |
Deferred tax assets | 44 |
Trade receivables | 74 |
Other assets | 30 |
Cash and cash equivalents | 13 |
Lease liabilities | (117) |
Trade payables | (24) |
Provisions | (221) |
Other liabilities | (55) |
Fair value of net assets | 417 |
Goodwill | 676 |
The fair value of the licenses was determined using the discounted cash flow method of the Income Approach, which considers the earning capacity of the asset. The amortization period of the licenses ranges from 5 to 15 years (average period of 10.08 years). The fair value of trade receivables amounted to 74 million euros, which did not differ from the book value consisting of a gross amount of 81 million euros, net of estimated impairment losses of 7 million euros. At the acquisition date, contingent liabilities were recognized at fair value in the amount of 90 million euros. The contribution of Garliava since its inclusion in the scope of consolidation and until December 31, 2022 was 206 million euros in revenues and 1 million euros in profit for the period. The information was only available since the mobile assets of Oi assigned to Telefónica Brasil were contributed to Garliava. Consequently, it was not practicable to calculate these impacts as if the transaction had taken place on January 1, 2022. On October 3, 2022, Telefónica Brasil, together with Claro S.A. and TIM S.A., started an arbitration procedure against the Seller (see Note 29.c). The Buyers made a judicial deposit of the amount withheld from the updated purchase price (see Note 15), until the dispute arising from the price adjustment was resolved by arbitration, corresponding to Telefónica Brazil an amount of 522 million reais at December 31, 2022 (approximately 94 million euros). In October 2023, the arbitration proceeding between the parties ended (see Note 29.c), resulting on a final price the for the UPI Mobile Assets assigned to Telefónica Brasil of 5,129 million Brazilian reais as of the closing date (compared to the 5,373 million Brazilian reais of the initial price, see Note 2). As a result, 50% of the retained amount (488 million reais), plus applicable interest was offset against the amount allocated as debt and the other 50%, in the updated amount of 277 million reais (51 million euros at such date), was withdrawn by Telefónica Brasil before the Arbitration Chamber. The post-closing price adjustment occurred during the second half of 2023, after the measurement period of the purchase price allocation process. Therefore, the impact generated by the post-closing price adjustment was recorded in the 2023 income statement, with no changes in the goodwill recorded as of December 31, 2022. Completion of the purchase price allocation process for Incremental Group On March 21, 2022, Telefónica Tech UK & Ireland, Ltd completed the acquisition of 100% of the shares of the British group Perpetual TopCo, Limited and affiliates (Incremental Group), one of Microsoft's fastest-growing business partners in the UK, for a 104 million euros consideration (including potential contingent payments linked to its future performance). In addition, at the closing of the transaction a payment was made in the amount of 91 million euros to cancel payment obligations of the acquired companies. At the date of preparation of the consolidated financial statements for the year 2022, the purchase price allocation was provisional. In 2023, the preliminary allocation was reviewed within the twelve-month period from the acquisition date, without any change in the fair value of the assets and liabilities acquired. The following table presents the consideration, the fair value of assets and liabilities identified at the acquisition date and the final goodwill:
Millions of euros |
Share purchase price | 104 |
Payment obligations cancelled | 91 |
Total | 195 |
Intangible assets | 24 |
Customer relationships | 23 |
Other intangible assets | 1 |
Property, plant and equipment | 1 |
Rights of use | 1 |
Accounts receivable | 11 |
Other assets | 1 |
Cash and cash equivalents | 9 |
Lease liabilities | (2) |
Accounts payable | (3) |
Deferred tax liabilities | (6) |
Other liabilities | (11) |
Fair value of net assets | 25 |
Goodwill (Note 7) | 170 |
The contribution of the Incremental Group to the profit for the year 2022, after the impact of the amortization of the assets identified in the purchase price allocation, was a 1 million euro profit. Completion of the purchase price allocation process for BE-terna Group On June 9, 2022, Telefónica Cybersecurity & Cloud Tech, S.L.U. completed the acquisition of 100% of the shares of the German group BE-terna Acceleration Holding GmbH and affiliates ("BE-terna Group"), for a 191 million euros consideration (including potential contingent payments linked to its future performance). In addition, at the closing of the transaction a payment was made in the amount of 162 million euros to cancel payment obligations of the acquired companies. At the date of preparation of the consolidated financial statements for the year 2022, the purchase price allocation was provisional. In 2023, the preliminary allocation was reviewed within the twelve-month period from the acquisition date, resulting in a 3 million euro increase in goodwill. The following table presents the consideration, the fair value of assets and liabilities identified at the acquisition date and the final goodwill:
Millions of euros |
Share purchase price | 191 |
Payment obligations cancelled | 162 |
Total | 353 |
Intangible assets | 73 |
Customer relationships | 53 |
Other intangible assets | 20 |
Property, plant and equipment | 6 |
Right of use | 5 |
Accounts receivable | 19 |
Other assets | 12 |
Cash and cash equivalents | 17 |
Lease liabilities | (5) |
Trade payables | (9) |
Deferred tax liabilities | (20) |
Current tax payables | (6) |
Other liabilities | (21) |
Fair value of net assets | 71 |
Goodwill (Note 7) | 282 |
The contribution of BE-terna Group to the profit for the year 2022, after the impact of the amortization of the assets identified in the purchase price allocation, was a 3 million euros loss.

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