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Bharti-MTN Talks Deadline Looms; Next Step Uncertain

30 September, 2009

A deadline for exclusive talks for a $24 billion tie-up between telecoms firm Bharti Airtel and South Africa’s MTN Group ends on Wednesday, with little clarity on where the deal is heading.

Bharti has sought two more weeks of exclusive talks with mobile firm MTN, India’s Financial Chronicle newspaper reported on Wednesday, citing an unnamed finance ministry official.

Bharti and MTN revived merger talks in May, a year after previous negotiations failed over who would control what would be an emerging markets giant with more than 200 million customers across India, Africa and the Middle East.

The talks were set to end on July 31, but have been extended twice. Bankers and analysts say the most likely outcome on Wednesday is for another extension or for the deal to be abandoned.

“The political and regulatory issues related to the deal are expected to result in a further extension of the deadline for exclusive talks,” Indian brokerage First Global said in a note.

“I can’t say anything. We are all waiting,” Bharti Airtel Chairman Sunil Mittal told India’s ET Now television late on Tuesday, when asked whether there was a chance that the talks could be extended.

South Africa is eager to retain MTN’s national character and had approached Indian authorities to consider a dual-listed entity, a structure Indian laws currently do not allow.

Finance Minister Pranab Mukherjee said on Tuesday the government was taking a “positive approach” to the deal, while Finance Secretary Ashok Chawla said there had been no formal approach about a dual listing.

Under the initial terms outlined in May, MTN and its shareholders would take a 36 percent economic interest in Bharti and the Indian firm would end up with 49 percent of MTN.

Bharti increased the cash component of its offer for that 49 percent stake to $10 billion from a proposed $7.6 billion, two people familiar with the matter have said.

On top of that, Bharti would pay $4 billion in stock for a total package of $14 billion, 7 percent more than initially proposed, according to sources.

Another hurdle for the deal emerged last week when India amended its takeover rules, requiring a company buying 15 percent of an Indian firm through American Depositary Receipts (ADRs) or Global Depositary Receipts (GDRs), with voting rights, to make a mandatory offer for a further 20 percent.

Under the new rules, MTN might be required to make an offer for an additional 20 percent stake in Bharti, if it is issued GDRs with voting rights. That would mean an additional cost of nearly $7 billion based on Bharti’s market value of $33 billion.


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Bharti-MTN Talks Deadline Looms; Next Step Uncertain

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