Twice-failed Econet little threat to Bharti-Zain deal

Sixth time name change due for Zain Celtel Nigeria BV unit

Bhaskar Hazarika & Sanjeev Sharma

The effort by Bharti Airtel to acquire the Africa business of Zain for $10.7 billion is unlikely to be stalled by efforts of Econet Wireless, a five per cent stakeholder in Zain Celtel Nigeria BV — if history is an indication.

Econet has raised objections to the deal, saying that under the agreement with Celtel (now Zain) it has the right of first refusal. A spokesman for Econet Matt Ridsdale confirmed that the company had objected to the deal between Bharti and Zain. But this is not the first time that Econet has raised objections on sale to a third party — without success.

Bharti and Zain are in exclusive talk till March 25 to forge a deal whereby the Indian telecom major will pick up the African assets of the Kuwait-based company.

In 2003 when Vodacom of South Africa acquired the Nigerian unit, Econet raised objections. But Vodacom was able to acquire the unit. In 2006, Celtel a subsidiary of Zain picked up 65 per cent stake in the company. Once again, Econet moved the court. Again it was unable to stall the deal.

In a statement Econet said it was pursuing arbitration proceedings against Celtel and others to challenge the transaction by which Celtel attempted to purchase a majority stake in Vee Networks (now Zain Nigeria).

“Under the terms of the original shareholders agreement, Econet had the right of first refusal over the stake, a right which was denied in 2006. In those proceedings Econet made an application for interim measures to prohibit Celtel (now Zain), from selling, transferring, disposing of, dealing with or otherwise encumbering the disputed stake until such time as the Arbitral Tribunal has published its final award,” the statement said adding that it was in response to this application that Celtel had provided certain undertakings to preserve the status quo. And these undertakings should be applicable in the case of Bharti’s move to acquire Zain Africa, it said.

The history of telecom in Nigeria is a convoluted thread. Zain’s Nigeria unit was set up as Econet Wireless Nigeria in 2001, named after the South African holding company Econet Wireless International.

In 2003 Vodacom of South Africa entered into talks to buy the company. Econet declined the takeover offer. Despite Econet’s objection, in 2004 Econet Wireless Nigeria was renamed Vee Networks and branded Vodacom. Econet moved the court against the move.

Within less than two months, Vodacom pulled out of the contract. The Nigerian ministry of finance took over the management control of the company and it was branded V-Mobile. In May 2006, Celtel International, a subsidiary of MTC Group (now Zain) reached an agreement with Nigeria to acquire 65 per cent in V-Mobile for $1.005 billion. In September 2007, MTC Group, re-branded the unit to Zain and by August 2008 it had done so for all Celtel operations in Africa.

Econet had started legal proceedings against Vee Networks shareholders and Celtel seeking to declare the sale as void. The case is pending in the court.

If the proposed Bharti-Zain deal goes through, the Nigeria unit will be re-branded for the sixth time.

© Financial Chronicle

Zain deal could generate free cash flow of $11 billion for Bharti

Analysts suggest Zain deal high priced

Sanjeev Sharma & Bhaskar Hazarika

New Delhi: Telecom major Bharti Airtel’s $10.7 billion proposed transaction to buyout Kuwait-based telecom company Zain’s African assets could generate free cash flow of $11 billion in five years. Morgan Stanley report states, “The consolidated entity would address 1.5 billion population with over 164 million subscribers, with Ebitda 26 per cent higher than Bharti standalone, growing at 11 per cent per year (financial year 2010-2012E).

Analysts say that Bharti would be able to de-leverage itself in a couple of years. The report says the consolidated entity’s cash flows would be $13 billion in five years.

Bharti in an official statement said, “The total agreed enterprise valuation of $10.7 billion is likely to result in a total payout of around $9.00 billion (which includes any loans payable by the operating companies to Zain Group) based on the estimated net debt of approximately $1.7 billion as on December 31, 2009. It has been agreed that a sum of $ 700 million out of the total payable amount would be paid after one year from closing.”

Just after Bharti and Zain announced payment milestones, Econet Wireless, which holds 5 per cent stake in Zain’s Celtel Nigeria BV unit, has clearly opposed the deal, citing first right of refusal over the Nigeria operations. Official statement from Econet said, “It is currently pursuing arbitration proceedings against Celtel (now Zain) and others to challenge the transaction. Under the terms of the original VNL shareholders agreement, Econet had a right of first refusal over the stake, a right, which was denied in 2006. Econet made an application for interim measures to prohibit Celtel (now Zain), from selling, transferring, disposing of, dealing with or otherwise encumbering the disputed stake until such time as the Arbitral Tribunal has published its final award.”

According to Macquarie report, “The valuations look very expensive, in our view, even assuming no debt is being acquired by Bharti. This is a loss-making business at the PAT level, even while it makes an Ebitda margin of 31.4 per cent with average blended ARPU of $6.2. Bharti may be banking on significant improvements in capital expenditure efficiencies and better financing terms for this business, but quick comparisons with MTN suggest that this business is significantly inferior in terms of profitability, operating metrics and growth outlook.”

Bharti stock has fallen almost 14 per cent in the last two days.

Talking about regulatory hurdles Morgan Stanley states, “We suspect some licenses in Africa will face change of control reviews, but we do not see this as a major stumbling block for a potential deal. We are waiting on clarity on the Kuwait Investment Authority – a 24 per cent shareholder – position on the deal though in the past it has been supportive of such a transaction.”


© Financial Chronicle