No agreement yet between Bharti Airtel and MTN, with the deadline having passed for exclusive talks, the two companies have decided to extend exclusive discussions until August 31st 2009. We’ve just received a statement from the company:
This is further to our media statement dated May 25, 2009 on renewal of discussions regarding a potential transaction between Bharti Airtel Limited and MTN. Bharti and MTN had entered into an exclusivity agreement regarding the potential transaction until July 31, 2009. As discussions between the parties regarding the potential transaction are continuing, both parties have agreed to extend the exclusivity period up to August 31, 2009.
No decisions or agreement to acquire any shares or implement the transactions outlined above have been made by the Boards of either Bharti or MTN and the discussions may or may not lead to any transaction. The structure and terms of the potential transaction may be adjusted to reflect further discussions between the parties.
The proposed scheme of agreement under discussion is as follows:
– MTN would acquire approximately 25% interest in Bharti for approximately $2.9 billion in cash and newly issued shares of MTN equal to approximately 25% of the currently issued share capital of MTN.
– Bharti would acquire approximately 36% of the currently issued share capital of MTN from MTN shareholders for a consideration comprising ZAR 86.00 (around $10.36) in cash and 0.5 newly issued Bharti shares in the form of Global Depository Receipts for every MTN share acquired. This, in combination with MTN shares issued in part settlement of MTN’s acquisition of approximately a 25% in Bharti, would take Bharti’s stake to 49% of the enlarged capital of MTN. Each GDR would be equivalent to one share in Bharti and would be listed on the securities exchange operated by JSE Limited, South Africa.
– Bharti would have substantial participatory and governance rights in MTN enabling it to fully consolidate the accounts of MTN. MTN’s economic interest in Bharti would be equity accounted and would have appropriate representation on the Bharti Board. MTN would continue to be listed on the securities exchange operated by JSE Ltd.
– According to MTN, they will have certain rights to increase their stake in Bharti in the future.