Infratel, VodaIdea slip as tower biz merger extended by 2 months

New Delhi, Oct 25 (IANS) The board of Bharti Infratel on Friday extended the deadline to complete the merger with Indus Towers by 60 days to December 24 and also cleared that dilution of shares by existing holders will be lesser than earlier announced, thus also lowering the cash to be paid to Vodafone-Idea on the telco’s possible exit from the merged entity.Bharti Infratel shares declined by 5.24 per cent to Rs 224.75 early on Friday having fallen from Rs 328 on April 23, 2018 — the day of the deal was announced, eroding its market capitalisation by nearly Rs 16,000 crore. Vodafone Idea shares were down 8.05 per cent entering lower circuit at Rs 3.95.

“Based on the net debt as on September 30, 2019 and such agreed closing adjustments, it is expected that the dilution of equity stake held by the current shareholders of Bharti Infratel shall be lower on account of lesser number of shares to be issued against swap of Indus shares vis-a-vis the illustrative shareholdings disclosed in the original transaction announcement,” the listed tower unit of Bharti Airtel said in a notice to stock exchanges early on Friday.

“These would also result in lower cash payments to Vodafone Idea Limited vis-a-vis the illustrative amounts disclosed earlier,” the company said. It added that there was no certainty of the merger being completed within the extended time, as it depended on government approvals and fulfilment of other conditions. Infratel’s debt position has further deteriorated since the merger announcement in April 2018.

Net debt with lease liabilities for Bharti Infratel at September end was Rs 5,249 crore, up from Rs 4,995 crore at June end. This compared with net cash with lease liabilities of Rs 2,585 crore at March 2019 end, and net cash of Rs 5,546 crore at June end of 2018. Bharti Airtel, Vodafone Group and Vodafone Idea own 42 per cent, 42 per cent and 11.15 per cent each respectively in Indus Towers.

If Vodafone Idea exits, Bharti Airtel and Vodafone Plc were expected to hold 37.2 per cent and 29.4 per cent, respectively, in the merged entity, as per the terms of the deal announced in April 2018, with part-cash consideration.Private equity firm Providence, with a 4.85 per cent stake in Indus, would have retained 1.1 per cent in the combined entity, if it cashed out its remaining 3.35 per cent stake. KKR and the Canada Pension Plan Investment Board were expected to own a combined 6 per cent, stemming from their stake of over 10 per cent in Bharti Infratel, as per previous terms.

For Vodafone it will be a loss as Cash-crunched Vodafone Idea was banking on an exit at the time of merger to raise over Rs 5,500 crore to fund its expansion to compete against Airtel and Reliance Jio. But the cash on exit is now expected to be lower, as per the latest statement of Infratel, while the holding of the other holders in the merged entity would be higher. On October 21, Infratel said that it was not possible to complete its merger with Indus Towers by the deadline of October 24, given the pending govern ment approvals, which created uncertainties in the deal among the world’s largest telecom tower companies into disarray.

It had then set up panel of directors to advise by Thursday on the future s teps needed to be taken by the tower company to “secure” the interests of its shareholders. As per a formula to calculate the cash consideration payable to any partner seeking to exit, Vodafone Idea now stands to get roughly Rs 4,300 crore ($635 million), compared to Rs 6,500 crore, as per the April 2018 announcement originally.