Vodafone and Virgin Media O2 announce new long-term network sharing deal

The new network sharing agreement (the “Agreement”) significantly extends the current agreement between Vodafone UK Limited (“Vodafone UK”) and VMED O2 UK Limited (“Virgin Media O2”) for a period of over ten years. If the UK Competition and Markets Authority approves the merger of Vodafone UK and Three UK (MergeCo), the Agreement will provide a stable basis for MergeCo’s expanded network to participate in the network sharing agreement, with Virgin Media O2 acquiring spectrum from MergeCo. The Agreement and the creation of MergeCo will transform the experience of tens of millions of customers across the UK (subject to CMA approval) and rebalance the mobile market by creating a third major network operator. The Agreement will extend the benefits of MergeCo’s £11 billion network investment plan to Virgin Media O2 customers and mobile virtual network operators (MVNOs) that have entered into wholesale partnerships. The Agreement and the creation of MergeCo will significantly increase competition in the retail and wholesale mobile markets.

Vodafone UK and Virgin Media O2 have agreed to extend and enhance their existing mobile network sharing agreement for a further 10 years, which will strengthen the quality of mobile services nationwide and deliver better services to customers.

Many elements of the deal extend existing arrangements between Vodafone UK and Virgin Media O2 and are separate from the outcome of the merger of Vodafone UK and Three UK. However, if the merger is completed, the operators have agreed that Virgin Media O2 will acquire spectrum from the newly created MergeCo, creating three large mobile network operators, each with better alignment of spectrum holdings.

By combining MergeCo’s commitment to invest $11 billion in its network over the next 10 years (subject to CMA approval) with Virgin Media O2’s commitment to invest $2 billion a year in its network and services, this deal will ensure greater quality mobile connectivity, choice and competition. This will benefit not only the companies’ customers, but also businesses, including MVNOs who use their networks through wholesale partnerships to provide their own mobile services to millions of people across the country. This deal will further support the UK’s already thriving MVNO sector by ensuring these virtual operators have a choice of three high-quality, expanded wholesale competitors.

Ahmed Essam, CEO, European Markets, Vodafone, said: This deal and the merger with Three will transform the mobile experience for over 50 million customers in the UK over the long term, offering significant network improvements including greater choice, better quality and wider coverage nationwide. These benefits will apply to both retail and wholesale MVNO customers. The proposed merger, together with this deal, will create a strong third player in the UK mobile market, promoting competition and improving the balance of spectrum holdings, levelling the playing field between UK mobile operators.

Lutz Schler, CEO of Virgin Media O2, said: This new agreement with Vodafone enhances quality mobile network choice, performance, coverage and competition to the benefit of millions of consumers, businesses and mobile operator partners across the country. We extend and strengthen elements of our existing network sharing agreement while ensuring that a robust, balanced and functional structure is in place for the long term should Vodafone and Threes obtain consent to merge. We believe this new agreement addresses the concerns we have raised and the CMA outlined in its initial decision and will continue to engage with the regulator in this spirit.

The agreement includes a plan for Virgin Media O2 to purchase spectrum from MergeCo at market value, increasing its current holdings. The agreement will reduce the current imbalance in spectrum holdings between UK mobile network operators, increasing competition in the mobile market and enabling MergeCo and Virgin Media O2 to offer customers more capacity, speed and wider coverage.

Note to editors

Any reference to MergeCo is subject to CMA approval.

The deal between Virgin Media O2 and Vodafone is subject to regulatory approval.

MergeCo and Virgin Media O2 and virtual operators to enhance the competitiveness of their networks, giving customers more choice, better quality and wider network coverage across the country. Reducing the current imbalance in spectrum holdings across the UK market, substantially strengthening Virgin Media O2’s network position. Strengthening both parties’ networks across the UK, reinforcing their commitment to investing in upgrades across both existing and new sites. MVNOs will also benefit from access to a higher capacity network across a wider grid of sites.

About Vodafone Group

Vodafone is a leading telecommunications company in Europe and Africa. We provide mobile and fixed services to more than 330 million customers in 15 countries (excluding Italy, where we operate as a discontinued Vodafone Group operation), work with mobile networks in more than 45 countries, and have one of the world’s largest IoT platforms. In Africa, our financial technology business serves approximately 79 million customers in seven countries and manages more transactions than any other provider.

Our purpose is to connect for a better future by using technology to improve lives and businesses and help develop inclusive and sustainable societies. We are committed to reducing our environmental impact to achieve net zero emissions by 2040.

For more information, visit www.vodafone.com, follow @VodafoneGroup on X or connect with us on LinkedIn at www.linkedin.com/company/vodafone.

Registered office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679

Introducing Virgin Media O2

Virgin Media O2 launched on 1 June 2021 following the merger of Virgin Media and O2 (Telefonica UK).

The company has over 45 million UK connections through its award-winning broadband, mobile, TV and home phone services. Its fixed network covers more than half the country (serving 17.2 million homes), with its mobile network covering 99% of the population.

The company plans to roll out 5G to all populated areas by the end of 2030 and has already launched 5G Standalone in 14 UK cities. It is also upgrading its fixed network to full fibre across the premises, which is due to be completed by 2028. Together with nexfibre, a separate joint venture that is extending fibre to new areas of the UK, Virgin Media O2’s total fixed footprint will reach around 80% of the UK once the build and upgrade work is complete.

Through Virgin Media O2 Business, the company plays a leading role in supporting the digital transformation of entrepreneurs, businesses and the public sector through a range of connectivity, security, cloud and personalised services. It is also the network of choice for mobile virtual network operators giffgaff and Sky Mobile, and manages the 50:50 joint venture with Tesco for Tesco Mobile.

The company is using the power of connectivity to drive change for people and the planet, closing the digital divide and taking action to build an inclusive and resilient low-carbon economy. The company has made an ambitious commitment to achieve net zero carbon across its operations, products and supply chain by the end of 2040.

Virgin Media O2 is a 50:50 joint venture between Liberty Global and Telefnica SA and is registered in England and Wales. Registration number: 12580944. Griffin House, 161 Hammersmith Road, London, United Kingdom, W6 8BS.

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