[[News No A.]]Indian shares ended flat on Monday, weighed down by top telecoms firm Bharti Airtel after the company said its plan to buy a stake in South Africa’s MTN would initially dilute its earnings.
The 30-share BSE index ended down 26.07 points at 13913.22 points, with 14 stocks declining.
Bharti provisionally closed down 5.6% at Rs810.
The 50-share NSE index closed down at 0.95 points at 4237.55. [[News No E.]]Bharti Airtel Ltd and South Africa’s MTN Group restarted merger talks to create a major emerging markets telecoms group, a year after previous talks broke down over who would control a merged entity.
Bharti said the potential value of what is a complex deal in which both firms pay cash and stock for stakes in each other, was more than $23 billion.
“The broader strategic objective would be to achieve a full merger of MTN and Bharti as soon as is practicable to create a leading emerging market telecom operator, which today would have combined revenue of over $20 billion and a customer base of over 200 million,†the companies said in separate statements.
Bharti, India’s leading mobile operator, said it would be the primary vehicle to expand in India and Asia, while MTN would drive growth in Africa and the West Asia.
That would make it the world’s biggest non-pharmaceutical deal so far this year, according to Thomson Reuters data. It would also be India’s biggest cross border deal, almost twice the size of Tata Steel Ltd’s near $13 billion acquisition of Britain’s Corus in 2006.
A combination of MTN, worth $27 billion at Friday’s close, and Bharti, valued at $34 billion, would be among the top 10 global industry players based on subscriber numbers. Bharti has nearly 100 million mobile subscribers and MTN, sub-Saharan Africa’s biggest mobile operator, also has about 100 million.
Sanjay Chawla, a telecom analyst at Anand Rathi Securities, said that based on Friday’s close, Bharti was valued at 11 times enterprise value to EBITDA, while MTN was valued at 5.5 times.
“Compared to last year, the deal structure looks reasonable and, to that effect, the completion risk is low,†Chawla said.
“Plus (MTN) is a free cash-flow positive, dividend-paying firm. Therefore, it’s a cheaper asset and looks to be a pretty good deal for Bharti,†he added.
Bharti called off talks with MTN last year after the South African firm proposed a new structure that would have seen Bharti become an MTN unit.
MTN then held talks with Bharti rival Reliance Communications, but these also failed.
“I doubt if the merger plan by the two firms that went awry last year will come back to haunt them. One wouldn’t go back a second time unless one is sure,†said Rajesh Jain, chief executive at Mumbai-based Pranav Securities.
Bharti shares rose more than 8% in early Monday trade, but later pared gains and were down 0.5% at 0720 GMT. MTN shares jumped more than 14%.
Complex Deal
The firms said MTN would take a 25% interest in Bharti for $2.9 billion plus new shares equal to about 25% of the current shares on issue. MTN shareholders would take another 11% of Bharti.
Bharti said it would buy about 36% of existing MTN shares at 86 rand each, plus half a Bharti global depositary receipt, to be listed in Johannesburg, for each MTN share.
That and the shares MTN issues for its stake in Bharti would take the Indian firm’s holding to 49% of MTN’s enlarged capital. Bharti would be able to fully consolidate MTN’s accounts, and MTN would have representation on the Bharti board.
Southeast Asia’s top telephone firm SingTel, which owns about 31% of Bharti, would remain a strategic partner and significant shareholder in Bharti, a spokeswoman said.
MTN is present in several of Africa’s fast-growing markets, such as Nigeria, Cameroon, Ghana, Zambia and Uganda.
Bharti said it was being advised by Standard Chartered and its affiliate First Africa SA (Pty) Ltd.
Bank of America Merrill Lynch and Deutsche Bank are financial advisers to MTN. [[News No D.]]State-run Oil and Natural Gas Corporation on Monday said it will lose about Rs14,000 crore if it is forced to continue in Cairn India’s prolific Rajasthan oilfields as it will have to pay for all of the government levies.
The government has appointed ONGC as the licencee for Cairn’s RJ-ON-09/1 block, making it liable to pay royalty to the state government and cess to the Centre on entire oil and gas production irrespective of whether it holds any stake in the field or not. As a consolation, the state-run firm was given a choice of taking 30% stake once oil or gas was found.
ONGC took 30% in Mangala, Bhagyam and Aishwariya fields in the block but it now wants to exit as the obligation to pay all the levies had made the project economically unviable, a top company official said.
“If crude oil is sold at $60 a barrel price, ONGC will have to pay $7.44 in cess (at the rate of Rs2,500 per tonne), $36 in royalty (for its and Cairn’s share) and $10.34 per barrel in profit petroleum, leaving $6.22. Out of this, ONGC will have to pay for operating and capital expenditure and sales tax on its 30% share,†he said.
At $70 a barrel sale price, the realisation after paying for cess, royalty and profit petroleum was just $5.78, he said. “The project offers us negative return and over the life of the field we will end up losing Rs14,000 crore.â€ÂÂÂÂ
The official said exiting the Rajasthan block would not end its woes as it would not be absolved from its obligation to pay government levies on the crude oil produced.
“We want the government to compensate us for the levies we will pay on behalf of Cairn,†he said.
The government, in order to attract foreign investment, had promised to take care of statutory levies on oil and gas production when it awarded blocks like RJ-ON-90/1 in Rajasthan more than a decade ago.
ONGC was appointed licensee for RJ-ON-09/1, which was awarded to Royal Dutch Shell, which subsequently sold it to Cairn, and was made liable to pay royalty and cess on behalf of the operator. Additionally, the state-run firm was given a choice of taking a 30% stake upon a discovery.
“Even if ONGC (is) to relinquish its 30% stake, it will not be absolved of its liability to pay 20% royalty on all crude oil produced from the Rajasthan block,†a petroleum ministry official said.
If ONGC is relieved of its licence obligation, the onus of paying royalty will fall on the central government, which can make the payment from its share of oil and gas from the block called profit petroleum.
Besides the levies, ONGC has to bear 30% of the $2.4 billion cost of developing the fields.
ONGC, the official said, wanted Cairn to reimburse all the investment it has put in with a reasonable rate of return.
If the company relinquishes its share, the 30% holding would first be offered to Cairn and if it declines offered to outside parties, the ministry official said.
The Board of ONGC has held back clearance to the revised development cost of the Rajasthan fields proposed by Cairn.
A Group of Ministers and a Committee of Secretaries had 11 years ago recommended that ONGC should be reimbursed the royalty it has to bear for the operator but the recommendation is yet to be accepted. “We have told them (the government) that either reimburse us the royalty or free us from the field.â€ÂÂÂÂ
On cess, ONGC feels both partners have to bear it in proportion to their shareholding. Its stand has been backed by the law ministry as well as the petroleum ministry but Cairn insists that it is not liable to pay any of these statutory levies.
“If ONGC is to bear the cess, we will have to pay an additional Rs1,500 crore per annum,†the official said.
Cairn is almost ready to start producing crude oil from the Rajasthan field. The output may start by this month-end and is slated to reach a peak of 8.75 million tonnes by 2011. [[News No B.]]Japanese drug maker Daiichi Sankyo Co. Ltd said on Sunday that Malvinder Mohan Singh had stepped down with immediate effect as chairman, chief executive and managing director of Ranbaxy Laboratories Ltd, as it strengthens its involvement in running the Indian pharma company it acquired last year.
Parting ways: Singh will address Ranbaxy employees on Monday. Ramesh Pathania / Mint
Parting ways: Singh will address Ranbaxy employees on Monday. Ramesh Pathania / Mint
While Atul Sobti, previously Ranbaxy’s chief operating officer, was named the new chief executive and managing director under a three-year contract, Tsutomu Une, previously a non-executive director, was promoted as the new chairman of the board.
The decisions were taken at a Ranbaxy board meeting held on Sunday evening.
Ranbaxy has been hit by a US ban on some products for alleged falsification of data, and by foreign exchange hedges that went wrong. Last year, Daiichi Sankyo bought a 63.9% stake, including the founders’ entire stake, in Ranbaxy, aiming to take advantage of rising demand for generic drugs.
But the stake lost at least two-thirds of its value by the end of the fiscal, primarily hit by the weak rupee and the ban imposed by the US Food and Drugs Administration on some Ranbaxy products. Last month, Ranbaxy forecast a loss of $150 million (around Rs700 crore) for this year.
Mint had reported on 14 May that Daiichi Sankyo would soon be strengthening its involvement in Ranbaxy. During a conference call with investors, Daiichi chief executive officer Takashi Shoda had said, “...facing the FDA issues, we have come to the conclusion that we will strengthen our management involvement in Ranbaxy.â€ÂÂÂÂ
When asked if Singh’s resignation was a personal decision or one taken by Daiichi, Sobti said it was “Singh’s decision that was accepted by the board of Ranbaxyâ€ÂÂÂÂ. Meanwhile, Une ruled out any plans to delist the company.
Singh had assumed the additional role of chairman in December for a five-year term, following the company’s takeover by Daiichi Sankyo. Singh joined Ranbaxy in 1998 and its board in 2003.
Besides the positions he held in Ranbaxy, Singh is also a non-executive chairman and promoter of Religare Enterprises Ltd, a financial services company, and is also the chairman of the board of Fortis Healthcare Ltd.
In a statement issued by Ranbaxy, Singh said: “It was a difficult decision to separate from Ranbaxy. But it was the right time for me to do so. I leave with complete confidence that initial transition phase following Daiichi’s acquisition of majority shareholding interest in Ranbaxy has been completed successfully...â€ÂÂÂÂ
Daiichi acquired the 35% equity stake in Ranbaxy held by the Singh family for around Rs10,000 crore. This month, Daiichi, which paid almost $5 billion for its 64% stake in Ranbaxy, posted a loss of 335.8 billion yen (Rs17.15 trillion) for the year to 31 March, due to its one-time write-down of goodwill of 351.3 billion yen that related to its investment in Ranbaxy. The company also announced a freeze in bonuses to its executives and a cut in its dividend for the fiscal.
“Singh will address Ranbaxy employees on Monday and further decisions regarding the board will be taken at the company’s AGM (annual general meeting) on Thursday,†said Sobti.
Two other Ranbaxy board members also stepped downâ€â€ÂÂÂSunil Godhwani, chief executive and managing director, Religare Enterprises, and lawyer Balinder Singh Dhillon. The new board currently comprises seven members.
Commenting on the changes, Shoda said in a statement, “We very much appreciate the efforts of the Singh family, which grew Ranbaxy from a small, local Indian company to the large multi-national company it has become today. We especially acknowledge the contributions of Singh. His strategic vision and passion for the pharmaceutical industry will be missed in Ranbaxy’s operations.†[[News No C.]]Wal-Mart Stores Inc has deferred the launch of its first cash-and-carry store in India, after riots in the northern Punjab state following an attack on a Sikh temple in the Austrian capital Vienna on Sunday.
Punjab, where the first store was scheduled to open on Tuesday, is a predominantly Sikh state.
An official at Bharti Wal-Mart, the joint venture of the American retailer and India’s Bharti Enterprises, said she could not say when the launch would now happen.
“It’s too early to say when. We just have to wait and watch,†Arti Singh, vice president for corporate affairs, said.
“Hopefully the situation will settle down quickly and we’ll launch soon.â€ÂÂÂÂ
The Bharti Wal-Mart centre, named Best Price Modern Wholesale, will be the first of between 10 and 15 planned wholesale facilities in India, measuring about 50,000-100,000 sq ft each, and employing about 5,000 people over the next seven years.
India’s fragmented and tightly controlled $500-billion retail industry is seen rising to more than $800 billion by 2013 but less than 5% of the market is in the hands of modern retailers.