By Adekunle Adekoya with agency reports
LAGOSâ€”AFTER months of negotiations, Zain Group, MTC of Kuwait, yesterday announced the sale of its Africa operations to Bharti Airtel of India in a US$10.7 billion deal which did not include units in Sudan and Morocco.
The deal climaxed several weeks of due diligence which were completed last week when a previous deal on exclusivity of talks expired.
Zain presently is in 17 African countries, viz: Burkina Faso, Chad, Congo Brazzaville, DR Congo, Gabon, Ghana, Kenya, Madagascar, Malawi, and Morocco. The rest are Niger, Nigeria, Sierra Leone, Sudan, Tanzania, Uganda, and Zambia.
On the transaction, which is awaiting regulatory and shareholder approvals in the various countries where Zain is operating, Zain said yesterday in a statement: â€œFurther to the statement made on March 25, 2010, Mobile Telecommunications Company K.S.C (â€œZainâ€) announces today the signing of definitive agreements for the sale of 100 per cent of Zain Africa BV, its African business excluding its operations in Morocco and Sudan (â€Zain Africaâ€), to Bharti Airtel Limited (â€œBharti Airtelâ€), for an Enterprise Value of US$10.7 billion.
â€œThe transaction implies an equity value of US$9 billion and consideration will be fully satisfied in cash, of which US$8.3 billion will be paid upon closing and US$0.7 billion will be paid one year from closing. Bharti Airtel will assume US$1.7 billion of consolidated debt obligations.
Available distributable reserves
“Subject to shareholder approval, the size of available distributable reserves and the repayment of the US$4 billion Revolving Credit Facility, Zain intends to distribute a large proportion of the upfront net proceeds to shareholders in the form of dividends. The transaction is expected to close as soon as reasonably practicable subject to the satisfaction of certain approvals.”
Commenting on the transaction, Mr Asaad Al Banwan, Chairman, Zain Group, said: â€œSince we acquired Celtel in 2005, we have grown substantially to become one of Africaâ€™s leading mobile operators, and we are proud of the contribution Zain Africa has made to the development of communications across the continent. This transaction crystallises the significant value we have created for our shareholders over the last five years.â€
With this acquisition, Bhartiâ€™s total customer base will increase to around 179 million in 18 countries. Bharti launched mobile services in India in 1995, Sri Lanka in 2009 and acquired Warid in Bangladesh in January 2010.
Mr. Sunil Bharti Mittal, Chairman and Managing Director, Bharti Airtel commented: â€œThis agreement is a landmark for global telecom industry and game changer for Bharti Airtel. More importantly, this transaction is a pioneering step towards South-South cooperation and strengthening of ties between India and Africa. With this acquisition, Bharti Airtel will be transformed into a truly global telecom company with operations across 18 countries fulfilling our vision of building a world-class multinational.â€
However, both Zain and Bharti face some obstacles in way of the deal. Chief of these are litigations by aggrieved stakeholders, like Broad Communications which led other shareholders, including Masiyiwaâ€™s Econet, to institute a suit at the Federal High Court in January, asking that the services of a world class accounting firm be engaged to conduct an independent enquiry into the affairs of the company.
They are also challenging the intended sale of Zain Groupâ€™s 65 percent equity to Bharti Airtel, on the grounds that it is a clear contravention of its pre-emption rights because it was not formally informed of the move. If goings-on are anything to go by, Zain will proceed with the transaction, leaving only one other hurdle, that of regulatory approvals, both by industry regulator, Nigerian Communications Commission, NCC, and the capital market regulators, the Securities & Exchange Commission.