Bharti, MTN Said to Have Reached Preliminary Accord
Sept. 9 (Bloomberg) -- Bharti Airtel Ltd., India's biggest mobile-phone company, and South Africa's MTN Group Ltd. reached a $24 billion preliminary agreement to buy each other's shares, the first step in a planned merger, three people familiar with the matter said.
Bharti sweetened its bid to buy 49 percent of MTN by raising the cash portion of its $14 billion offer, the people said, asking not to be identified before an announcement this month. MTN, Africa's biggest wireless company, and its shareholders are poised to acquire 33 percent of Bharti for about $10 billion, they said.
The world's biggest cross-border deal this year would pave the way for the creation of a mobile-phone carrier with annual sales of $20 billion and 200 million wireless subscribers from Johannesburg to Mumbai. The accord would need the approval of 75 percent of MTN's shareholders, some of whom have said Bharti should raise its offer from a bid disclosed in May.
Singapore Telecommunications Ltd., which owns about 30 percent of Bharti, agreed to invest as much as $3 billion to buy Bharti shares, according to the people.
SingTel said in an e-mail that the company doesn't comment on "market speculation." Marina Bidoli, a spokeswoman at Johannesburg-based MTN, declined to comment as did Ranjana Smetacek, a Bharti spokeswoman. In an e-mailed statement today Bharti said discussions with MTN are continuing.
MTN rose as much as 5.1 percent in Johannesburg, closing 1.9 percent higher at 127.00 rand. Bharti fell 3.5 percent to 409.35 rupees in Mumbai, trimming its gain this year to 14 percent.
Stock, Cash
Bharti agreed to give $4 billion in stock to two of MTN's biggest shareholders, M1 Group and South Africa's Public Investment Corp., while offering remaining shareholders $10 billion in cash, the people said.
Bharti said on May 25 it offered 86 rand in cash plus half a Bharti stock for each MTN share for a 49 percent stake, while Africa's largest mobile-phone company and its shareholders would acquire 36 percent of the New Delhi-based operator. Bharti said at the time the value of the deal may exceed $23 billion.
Shareholders of about 20 percent of MTN have said they didn't support the deal at Bharti's initial bid. Some demanded an all-cash offer.
An increase in the cash component and the all-cash option for MTN minorities is "a better offer, but for my part is not good enough," said Martin Mabbutt, a London-based analyst at Nomura International, which owns some MTN shares. "I feel MTN could get a much higher price." He rates the stock a "buy."
Coronation Fund
Coronation Fund Managers Ltd., which holds about 5 percent of MTN, said on Aug. 20 it wanted about 31 percent more for its stake in Africa's largest wireless provider. The fund also wanted an all-cash offer, instead of Bharti's proposed stock- and-cash bid, it said then.
MTN Chief Executive Officer Phuthuma Nhleko has been looking to expand in markets outside the continent and said in March the company wanted to make a "meaningful" acquisition this year. The company last year failed to close deals with Bharti and its nearest Indian rival Reliance Communications Ltd.
The combined operation will help Bharti Chairman Sunil Mittal boost overseas sales at a time when Reliance and Vodafone Group Plc are closing in on its lead in India. Competition is also intensifying with the entry of more foreign rivals including Japan's NTT DoCoMo Inc. and Norway's Telenor ASA.
Bharti added a record 8.44 million users last quarter, 60 percent of them in rural and semi-urban areas, Chief Executive Officer Manoj Kohli said July 23. The additions boosted the operator's total wireless subscribers to 102.4 million, more than the combined populations of Spain and the United Kingdom.
Vodafone's Indian unit and Reliance added customers at a faster pace in the quarter, according to the latest available figures from India's Telecom Regulatory Authority, to increase their market shares to 18 percent and 19 percent respectively, while Bharti's proportion was unchanged.
Bharti hired Barclays Plc and Standard Chartered Plc for the agreement, while Bank of America Corp. and Deutsche Bank AG advised MTN. Goldman Sachs Group Inc. worked with SingTel, Southeast Asia's largest telephone company.
To contact the reporters on this story: Cathy Chan in Hong Kong at kchan14@bloomberg.net Nicky Smith in Johannesburg at nsmith38@bloomberg.net Andrea Tan in Singapore at atan17@bloomberg.net
Sept. 9 (Bloomberg) -- Bharti Airtel Ltd., India's biggest mobile-phone company, and South Africa's MTN Group Ltd. reached a $24 billion preliminary agreement to buy each other's shares, the first step in a planned merger, three people familiar with the matter said.
Bharti sweetened its bid to buy 49 percent of MTN by raising the cash portion of its $14 billion offer, the people said, asking not to be identified before an announcement this month. MTN, Africa's biggest wireless company, and its shareholders are poised to acquire 33 percent of Bharti for about $10 billion, they said.
The world's biggest cross-border deal this year would pave the way for the creation of a mobile-phone carrier with annual sales of $20 billion and 200 million wireless subscribers from Johannesburg to Mumbai. The accord would need the approval of 75 percent of MTN's shareholders, some of whom have said Bharti should raise its offer from a bid disclosed in May.
Singapore Telecommunications Ltd., which owns about 30 percent of Bharti, agreed to invest as much as $3 billion to buy Bharti shares, according to the people.
SingTel said in an e-mail that the company doesn't comment on "market speculation." Marina Bidoli, a spokeswoman at Johannesburg-based MTN, declined to comment as did Ranjana Smetacek, a Bharti spokeswoman. In an e-mailed statement today Bharti said discussions with MTN are continuing.
MTN rose as much as 5.1 percent in Johannesburg, closing 1.9 percent higher at 127.00 rand. Bharti fell 3.5 percent to 409.35 rupees in Mumbai, trimming its gain this year to 14 percent.
Stock, Cash
Bharti agreed to give $4 billion in stock to two of MTN's biggest shareholders, M1 Group and South Africa's Public Investment Corp., while offering remaining shareholders $10 billion in cash, the people said.
Bharti said on May 25 it offered 86 rand in cash plus half a Bharti stock for each MTN share for a 49 percent stake, while Africa's largest mobile-phone company and its shareholders would acquire 36 percent of the New Delhi-based operator. Bharti said at the time the value of the deal may exceed $23 billion.
Shareholders of about 20 percent of MTN have said they didn't support the deal at Bharti's initial bid. Some demanded an all-cash offer.
An increase in the cash component and the all-cash option for MTN minorities is "a better offer, but for my part is not good enough," said Martin Mabbutt, a London-based analyst at Nomura International, which owns some MTN shares. "I feel MTN could get a much higher price." He rates the stock a "buy."
Coronation Fund
Coronation Fund Managers Ltd., which holds about 5 percent of MTN, said on Aug. 20 it wanted about 31 percent more for its stake in Africa's largest wireless provider. The fund also wanted an all-cash offer, instead of Bharti's proposed stock- and-cash bid, it said then.
MTN Chief Executive Officer Phuthuma Nhleko has been looking to expand in markets outside the continent and said in March the company wanted to make a "meaningful" acquisition this year. The company last year failed to close deals with Bharti and its nearest Indian rival Reliance Communications Ltd.
The combined operation will help Bharti Chairman Sunil Mittal boost overseas sales at a time when Reliance and Vodafone Group Plc are closing in on its lead in India. Competition is also intensifying with the entry of more foreign rivals including Japan's NTT DoCoMo Inc. and Norway's Telenor ASA.
Bharti added a record 8.44 million users last quarter, 60 percent of them in rural and semi-urban areas, Chief Executive Officer Manoj Kohli said July 23. The additions boosted the operator's total wireless subscribers to 102.4 million, more than the combined populations of Spain and the United Kingdom.
Vodafone's Indian unit and Reliance added customers at a faster pace in the quarter, according to the latest available figures from India's Telecom Regulatory Authority, to increase their market shares to 18 percent and 19 percent respectively, while Bharti's proportion was unchanged.
Bharti hired Barclays Plc and Standard Chartered Plc for the agreement, while Bank of America Corp. and Deutsche Bank AG advised MTN. Goldman Sachs Group Inc. worked with SingTel, Southeast Asia's largest telephone company.
To contact the reporters on this story: Cathy Chan in Hong Kong at kchan14@bloomberg.net Nicky Smith in Johannesburg at nsmith38@bloomberg.net Andrea Tan in Singapore at atan17@bloomberg.net
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