Bharti Airtel has approved the merger of Bharti Infratel and Indus Towers to create the largest mobile tower entity worldwide with 1.63 lakh towers across 22 circles in India, a company statement said here on Wednesday. Before merger, Indus Towers was jointly owned by Bharti Infratel (42 percent), Vodafone (42 percent), Idea Group (11.15 percent) and Providence Equity Partners (4.85 percent). Bharti Airtel and Vodafone will have equal rights in the combined company. The combined company, which will fully own the respective businesses of Bharti Infratel and Indus Towers, will change its name to Indus Towers Limited and will continue to be listed on the Indian Stock Exchanges. The merger ratio of Indus Towers Ltd implies an enterprise value of Rs 71,500 crore ($10.8 billion).
Vodafone Group, Idea Celular and Providence Equity agreed to merge their respective shareholdings in Indus Towers into Bharti Infratel. Idea Group will sell its 11.15% shareholding based on a valuation formula for Rs 6,500 crore. The group can opt to receive shares in lieu of cash equivalent to 7.1 percent of the combined entity on the basis that Providence also elects to get new shares in exchange for its full 4.85 per cent shareholding in Indus Towers. No lock-in period is envisaged for the shares. Vodafone will be issued 783.1 million new shares equivalent to its 42 percent shareholding in Indus Towers.
"Following completion, the Board of the combined company will comprise of 11 directors, of whom three will be appointed by each of Bharti Airtel and Vodafone, one will be appointed by KKR/Canada Pension Plan Investment Board and four (including the Chairman) will be independent. "The management team will be confirmed prior to closing," the statement clarified. The merger ratio of 1,565 shares of Bharti Infratel for every 1 Indus Towers share was within the range recommended by the independent valuer, the company said.
Bharti Airtel in a regulatory filing in the BSE said: "The Board after due deliberations approved the proposal for merger of Indus Towers ltd into Bharti Infratel. The Board decided to engage with the potential investors for evaluating a strategic stake sale post the completion o" merger." "Taken together, Bharti Infratel and Indus Towers had over 163,000 towers and 367,000 tenancies as on March 31, 2018. With over Rs 253 billion ($3.8 billion) in revenues (for the financial year ended March 31, 2018).
"The combined company will be well placed to invest on a national basis to satisfy the future demand from all telecoms operators in India as they continue to densify their networks to support sustained data traffic growth and roll out new network technologies," the company statement said. "Indus Towers currently operates in 15 telecom service areas (Circles) and Bharti Infratel's operations are focused on the remaining seven Circles. "The combination of Bharti Infratel and Indus Towers, with their highly complementary footprints, will create a pan-India tower company with the ability to offer high-quality passive infrastructure services to all operators on a non-discriminatory basis, needed to support the pan-India expansion of wireless broadband services using 4G/4G+/5G technologies," it added.
The transaction is subject to approvals from the relevant regulatory authorities, including from Competition Commission of India, Securities and Exchange Board of India, National Company Law Tribunal, Department of Telecommunications (FDI approval), approval from Bharti Infratel's shareholders, necessary corporate approvals from the companies involved, as well as closing conditions.
The transaction is expected to complete before the end of the financial year ending March 31, 2019, the statement added. On BSE, Bharti Airtel shares were trading at Rs 421.40 per share, up 3.77 percent at 1.25pm, while Bharti Infratel shares were trading at Rs 327.30 per share, down 0.62 percent at 1.27pm.
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