Idea Cellular and TM International to acquire Spice Group stake in Spice Communications and merge Spice with Idea
25th June, 2008
Idea Cellular Limited (Idea) today announced that it will be acquiring the Spice Group stake of 40.8 per cent in Spice Communications Limited (Spice) at a price of Rs. 77.30 per share. It will also make a payment of approximately Rs. 5,440 million to the Spice Group as non-compete fee. Idea and Telecom Malaysia International (TMI) along with their affiliates and associates (as persons acting in concert), will make an Open Offer for an additional 20 per cent stake in Spice. The Open Offer will be made at a price of Rs. 77.30 per share.
The boards of Idea and Spice have also approved the merger of Spice into Idea through a Scheme of Arrangement under Section 391 to Section 394 of the Companies Act, subject to finalisation of the Scheme of Arrangement, the approvals of the respective shareholders, creditors and the respective High Courts of Gujarat and New Delhi, and TMI intends to support this merger. The swap ratio has been determined by M/s. SSPA & Co., and M/s Khimji Kunvarji & Co. at 49 shares of Idea for every 100 shares of Spice.
Idea will make a preferential allotment to TMI of 464.73 million equity shares at a price of Rs. 156.96 per Idea share representing 14.99 per cent of Idea's equity capital post allotment.
The primary benefits of this transaction are:
- Idea gains entry in the contiguous wireless markets of Punjab and Karnataka, which account for 11 per cent of India's total wireless subscribers
- Spice, a pioneering operator, delivers a strong running start in Punjab and Karnataka
- 4.4 million subscribers as of 30 April 2008, equivalent to a 15.1 per cent market share in the two service areas
- No. 2 wireless operator in Punjab with a 22.3 per cent market share
- Idea to consolidate its position with its all-India subscriber market share increasing from 9.5 per cent to 11.1 per cent. Importantly, Idea would be No.1 in three service areas, in the top three in five more service areas, and with a rapidly improving share in all its other operating service areas
- Idea's operations in the 900 MHz GSM spectrum band will increase from the current seven service areas to nine service areas, driving scale economies and operational synergies resulting in lower operating and capital expenditure
TMI, an emerging leader in Asian telecommunications with over 44 million subscribers and a presence in 10 countries, will grow its presence in the Indian telecom sector and become a substantial shareholder in Idea.
The primary benefits of TMI's investment into Idea are:
- Idea is currently rolling out operations in Mumbai, Bihar, Orissa, and Tamil Nadu (including Chennai) service areas, and will also roll out in the remaining service areas of Kolkata, West Bengal, Assam, North East and Jammu and Kashmir, after receipt of spectrum. This investment will support Idea's aggressive growth plans.
- Idea and TMI will develop areas for business co-operation to leverage TMI's strong presence in 10 principal Asian markets, including neighbouring countries like Sri Lanka and Bangladesh where TMI is a market-leader. TMI's experience of operating 3G in similar markets will be of value to Idea, as also the convergent interests of the two companies in areas extending from international traffic to roaming, to mobile value added services etc. Idea and TMI would sign a Business Co-operation Agreement to this effect.
Mr. Kumar Mangalam Birla, Chairman, Idea Cellular Limited said, "This announcement marks a major step in the Aditya Birla Group 's telecom business. Idea has performed strongly, but I believe its best lies ahead. Idea will benefit operationally by leveraging synergies with TMI which will be a significant shareholder in our company. Further, I look forward to welcoming colleagues from Spice into the Idea family, and indeed the over 100,000 strong Aditya Birla Group. Together we aim to grow a top class organisation in the service of our subscribers."
Mr. Sanjeev Aga, managing director, Idea Cellular Limited said, "The strategic import of this move travels beyond Punjab and Karnataka. By the end of the year the Idea yellow will increasingly colour the Indian landscape."
DSP Merrill Lynch acted as the financial advisor to Idea while Bharucha & Partners acted as legal advisors. Lazard was the financial advisor while Norton Rose and Crawford Bayley acted as legal advisors to TMI.
About Idea Cellular
A leading GSM mobile services operator, Idea Cellular has licenses to operate in all 22 service areas of India with commercial operations in 11 service areas. With a customer base of over 26 million, Idea Cellular runs operations in Delhi, Himachal Pradesh, Rajasthan, Haryana, Uttar Pradesh (East), Uttar Pradesh (West) & Uttaranchal, Madhya Pradesh & Chattisgarh, Gujarat, Maharashtra & Goa, Andhra Pradesh, and Kerala, holds spectrum for Mumbai, Bihar, Orissa, Tamil Nadu (including Chennai), and Karnataka, and licenses for the remaining six service areas.
With the planned launch of services in Mumbai, Bihar and Jharkhand in Q3, and Orissa and Tamil Nadu (including Chennai) towards the end of the calendar year, Idea's footprint will soon cover approximately 90 per cent of India's telephony potential. Idea is listed on the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE) in India.
Idea Cellular is a part of the US $ 28 billion Aditya Birla Group, India's first truly multinational corporation. The Group has a market cap in excess of US $ 31.5 billion, operates in 20 countries, and is anchored by 100,000 employees belonging to 25 nationalities. More information on the company is available at: www.ideacellular.com and on the Group at: www.adityabirla.com
About Spice Communications Limited
Spice was incorporated as Modicom Network Private Limited on 28 March 1995 as a private limited company. Spice subsequently became a deemed public company under Section 43(1A) of the Companies Act, 1956 of India with effect from 1 April 1999 and its name was changed to Modicom Network Limited. Spice assumed its present name via a fresh Certificate of Incorporation dated 3 December 1999. With the addition of the word Private in Spice's name under Section 43(2A) of the Companies Amendment Act, 2000 of India, Spice's name was changed to Spice Communications Private Limited with effect from 28 October 2003. On 28 December 2006, Spice was converted into a public limited company and assumed its present name.
Spice currently offers mobile telecommunication services in the Punjab and Karnataka states of India. As of 30 April 2008, Spice had 4.4 million subscribers representing a 1.7 per cent market share in India, and was the second and fifth largest mobile telecommunication service provider within the Punjab and Karnataka circles, respectively.
Spice was listed on the Bombay Stock Exchange Limited on 19 July 2007, and on the National Stock Exchange of India Limited on 16 June 2008.
About TM International
TM International is an emerging leader in Asian telecommunications with significant presence in Malaysia, Indonesia, Sri Lanka, Bangladesh and Cambodia. In addition, the Malaysian-grown holding company has strategic mobile and non-mobile telecommunications operations and investments in India, Singapore, Iran, Pakistan and Thailand.
The group's mobile subsidiaries and associates operate under the brand name Celcom in Malaysia, XL in Indonesia, Dialog in Sri Lanka, AKTEL in Bangladesh, HELLO in Cambodia, Spice in India, M1 in Singapore, and MTCE in Iran (Esfahan).
Listed on Bursa Malaysia, TM is among the top 10 biggest public listed companies in Malaysia by market capitalisation, and the first listed pan-Asian pure cellular service provider in the region.
The group, including subsidiaries and associates, has over 44 million mobile subscribers in Asia, putting it among the largest mobile telecommunication providers in the region by turnover. The group has approximately 13,000 people under employment in 10 countries.
For more information on TMI visit: www.tmigroup.com
All company data relating to Spice Communications Limited is based on Spice Communications Limited information. Market data is based on information from the Cellular Operator Association of India (COAI) and the Association of Unified Telecom Service Providers of India (AUSPI).
Cautionary statement regarding forward-looking statements
This press release contains certain forward-looking statements with respect to our expectations and plans, strategy, management's objectives, future performance, costs, revenues, earnings and other trend information, including statements relating to expected benefits associated with the transactions contemplated herein, plans with respect to these transactions, and expectations with respect to long-term shareholder value growth and the actions of credit rating agencies. Forward- ooking statements are sometimes, but not always, identified by their use of a date in the future or such words as anticipates", aims", due", could", may", should", will", expects", believes", intends", plans", targets", goal" or estimates". By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.