Bharti Airtel, Idea Cellular and Vodafone group today announced that they have agreed to merge Vodafone, Idea Group and Providence Equity Partners’ respective shareholdings in Indus Towers Limited into Bharti Infratel Limited, creating a combined company that will own 100 per cent of Indus Towers. This will be the largest tower company in the world outside China.
Indus Towers is jointly owned by Bharti Infratel (42 per cent), Vodafone (42 per cent), Idea Group (11.15 per cent) and Providence (4.85 per cent).
The merger ratio involves 1,565 shares of Bharti Infratel for every 1 share of Indus Towers share, the company said in a statement. According to the Sebi guidelines for Bharti Infratel, the merger ratio implies an enterprise value of Rs 715 billion for Indus Towers.
According to the statement, Bharti Airtel and Vodafone will have equal rights in the combined company and have entered into a shareholders’ agreement. It is expected that the combined company’s articles of association will be amended at completion to reflect some of these rights, it added.
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.
Indus Towers currently operates in 15 telecom service areas and Bharti Infratel’s operations are focused on the remaining 7 Circles.
As a matter for the transaction, the combined company’s equity value would be Rs 965 billion ($14.6 billion)
According to the company, 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.
Taken together, Bharti Infratel and Indus Towers had over 163,000 towers and 367,000 tenancies as at 31 March 2018. With over Rs 253 billion in revenues (for the financial year ended 31 March 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 transaction is conditional on regulatory and other approvals, including from CCI, SEBI, NCLT, DoT (FDI approval), and is expected to close before the end of the financial year ending March 31, 2019.
Current shareholding structure of Bharti Infratel and Indus Towers
|
|
Bharti Infratel |
Indus Towers |
|
Bharti Airtel |
53.5% |
– |
|
Bharti Infratel |
n.a. |
42.0% |
|
Vodafone |
– |
42.0% |
|
Idea Group |
– |
11.15% |
|
Providence |
– |
4.85% |
|
Public shareholders |
46.5% |
– |