Vodafone Group Plc (VOD.L) and Idea Cellular announced an agreement to combine their operations in India. Vodafone will own 45.1% of the combined company after transferring a 4.9% stake to the Aditya Birla Group for $579 million in cash, concurrent with completion of the merger. The Aditya Birla Group will then own 26.0% of the combined company and Idea's other shareholders will own the remaining 28.9%. The implied enterprise value is $12.4 billion for Vodafone India and $10.8 billion for Idea excluding its stake in Indus Towers.
The Aditya Birla Group has the right to acquire up to a 9.5% additional stake from Vodafone under an agreed mechanism with a view to equalising the shareholdings over time. If the Aditya Birla Group does not equalise its stake, Vodafone will reduce its holding in order to equalise its ownership with that of the Aditya Birla Group. Until equalisation is achieved, the additional shares held by Vodafone will be restricted.
The Aditya Birla Group will have the sole right to appoint the Chairman who will be Mr Kumar Mangalam Birla. Vodafone will have the sole right to appoint the Chief Financial Officer. Both Vodafone and the Aditya Birla Group will jointly agree on the appointment of the Chief Executive Officer and the Chief Operating Officer. The name of the combined listed company will be changed in due course. The transaction is expected to close during calendar year 2018. The combined company would become the leading communications provider in India with almost 400 million customers, 35% customer market share and 41% revenue market share.
Prior to completion of the transaction, Vodafone and Idea intend to sell their standalone tower assets and Idea's 11.15% stake in Indus Towers to reduce leverage in the combined company. Vodafone will also explore strategic options for its 42% stake in Indus Towers; potential options include either a partial or a full disposal.
by RTT Staff Writer
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