Merger Of Bharti Infratel And Indus Towers
Bharti Airtel Limited (Bharti Airtel), Idea Cellular Limited (along with its subsidiary ABTL, “Idea Group”) and Vodafone Group Plc (Vodafone) announced that they have agreed to merge Vodafone’s, Idea Group’s and Providence Equity Partners’ (Providence) respective shareholdings in Indus Towers Limited (Indus Towers) into Bharti Infratel Limited (Bharti Infratel), creating a combined company that will own 100% of Indus Towers(the “Transaction”). Indus Towers is currently jointly owned by Bharti Infratel (42%), Vodafone (42%), Idea Group (11.15%) and Providence (4.85%).
The transaction will be structured as follows:
a) Indus Towers will be merged with and into Bharti Infratel through a scheme of arrangement.
b) The Merger Ratio of 1,565 shares of Bharti Infratel for every 1 Indus Towers share is within the range recommended by the independent valuer. Based on the SEBI pricing guidelines for Bharti Infratel, in relation to the proposed scheme, as at 23 April 2018 (INR363 per share) 9, the Merger Ratio implies an enterprise value for Indus Towers of INR715bn (US$10.8bn). This is equivalent to valuing Indus Towers at 9.3x EV/LTM EBITDA10.
c) It is intended that Idea Group will sell its 11.15% shareholding for cash concurrent with the completion of the Scheme. The cash consideration payable by Bharti Infratel will be based on a formula linked to Bharti Infratel’s VWAP for the 60 trading day period prior to completion of the merger11. Based on Bharti Infratel’s VWAP during the last 60 trading days prior to the date of this announcement, this would equate to a cash consideration of INR65bn (US$1.0bn). In lieu of cash, Idea Group will be able to elect to be issued with 207.9m new shares, based on the Merger Ratio12. This would be equivalent to a 7.1% shareholding in the combined company, on the basis that Providence also elects to receive new shares in exchange for its full 4.85% shareholding in Indus Towers. All the proceeds from the sale of the 11.15% stake will be for the benefit of the entity resulting from the merger of Vodafone India and Idea Group.
d) Providence will receive new shares equivalent to a 1.1% shareholding in the combined company in exchange for 1.5% out of its 4.85% shareholding in Indus Towers. The consideration for the remaining 3.35% of its shareholding in Indus Towers will be settled by Bharti Infratel in cash or shares at Providence’s election. The valuation terms of the cash consideration will be identical to that for Idea Group and the valuation terms for the share consideration will be based on the Merger Ratio.
e) Vodafone will be issued with 783.1m new shares in the combined company, in exchange for its 42% shareholding in Indus Towers. On the basis that (a) Providence decides to sell 3.35% of its 4.85% shareholding in Indus Towers for cash, and (b) Idea Group decides to sell its full 11.15% shareholding in Indus Towers for cash, these shares would be equivalent to a 29.4%13 shareholding in the combined company. The Transaction values Vodafone’s shareholding at INR284bn (US$4.3bn)14.
f) On the basis that (i) Providence decides to sell 3.35% out of its 4.85% shareholding in Indus Towers for cash, and (ii) Idea Group decides to sell its full 11.15% shareholding in Indus Towers for cash, Bharti Airtel’s shareholding will be diluted from 53.5% in Bharti Infratel today to 37.2% in the combined company15.
g) The final number of shares issued to Vodafone and the cash paid or shares issued to Idea Group and Providence will be subject to closing adjustments, including but not limited to movements in net debt and working capital for Bharti Infratel and Indus Towers.