Malaysian telecoms firm Axiata Group Bhd and Norway’s Telenor ASA sealed an agreement to merge their mobile operations in Malaysia in a $15 billion deal, forming a new market leader in the competitive Southeast Asian nation.
The companies had said in April that they were in advanced talks to merge Celcom Axiata Bhd and DiGi.Com Bhd, and both parties would each own 33.1% of the merged firm.
The combination of the country’s second and third largest mobile services providers will create a company estimated to have annual revenue of $3 billion, with core profitability of $1.4 billion from a subscriber base of about 19 million, Axiata and Telenor said in a statement.
Celcom Digi Berhad will remain listed in Kuala Lumpur, in line with a preliminary agreement announced in April.
The implied enterprise deal value is based on Digi’s share price of 4.18 ringgit as of Friday, a source familiar with the deal said.
The deal comes at a time when mobile operators are facing pressure on profits in a challenging industry environment. Celcom Digi’s main competitor would be the largest telecoms operator in the country, Maxis Bhd.
“The merged entity will be commercially stronger and more resilient with greater scale to invest in improved network coverage and quality,” Axiata and Telenor said.
“(It) will also have greater scale which will allow it to drive 5G implementation in the consumer segment in the future,” Axiata said in a stock exchange filing.
The transaction, which is subject to regulatory and other approvals, is expected to be completed by the second quarter of 2022.
As a result of the deal, the companies plan cost cuts and savings on capital expenditure with a net present value amounting to about $2 billion, Telenor said in a statement.
Axiata said it entered into the agreement with Digi, where 100% equity interest of Celcom Axiata, would be transferred to Digi for a total consideration of 17.76 billion ringgit ($4.3 billion).
Digi said the merger would result in Axiata receiving newly issued shares in Digi and a cash consideration of 1.7 billion ringgit from Digi as new debt in the merged company.
“As part of an ownership equalisation in Digi under the terms of the merger, Axiata will also receive close to 300 million ringgit from Digi’s largest shareholder Telenor,” it said in a statement.
Axiata said last Tuesday it hoped to seal the merger deal within days or a week having completed due diligence.
Morgan Stanley was the sole international advisor to Axiata on the deal, while Citi advised Telenor.