KUALA LUMPUR, April 8 — Axiata Group Bhd and Telenor Asia, the major shareholder of Digi.com Bhd, are proposing to merge Celcom Axiata Bhd and Digi to become a company, known as Celcom Digi Bhd (MergeCo).
Axiata, together with Malaysian institutional funds, will own over 51 per cent in the company.
In a statement today, Axiata said as part of the merger transaction, the company would receive newly issued shares in Digi, representing 33.1 per cent post-transaction shareholding and cash equalisation amount of around RM2 billion, of which RM1.7 billion would come from Digi as new debt while the balance of RM300 million will come from Telenor.
“Both parties will work towards finalising agreements in relation to the proposed transaction within the second quarter of 2021 following due diligence.
“The transaction will be subject to approval by Celcom and Digi shareholders, receipt of regulatory approvals and other customary terms and conditions, and the parties acknowledge that there is no certainty that these discussions will result in any agreement,” it said.
According to Axiata, the MergeCo will continue to be listed on Bursa Malaysia, and is expected to improve the liquidity and profile of the bourse as one of the largest technology company in Malaysia and among the largest market capitalisation companies in the exchange.
Axiata said MergeCo will be considered as a leading telecommunications service provider in Malaysia in terms of value, revenue and profit; with a proforma revenue of about RM12.4 billion, pre-synergy earnings before interest, taxes, depreciation, and amortisation (EBITDA) of the combined entity at approximately RM5.7 billion, and an estimated 19 million customers.
“With national interests firmly in place, Axiata and key Malaysian institutional shareholders will own more than 51 per cent of MergeCo.
“Axiata has the right to nominate the initial chairman and chief executive officer of MergeCo, and together with Telenor, have agreed to nominate the following individuals to the key positions, namely chairman Datuk Izzaddin Idris, vice-chairman Jørgen C. Arentz Rostrup, chief executive officer (CEO) Idham Nawawi and deputy CEO Albern Murty,” it said.
In terms of employees, it said both parties reiterate their commitment to protect employee welfare with no forced retrenchments.
“MergeCo will create opportunities for staff to continue to develop across functions, build new competence and be part of future growth of the company as it explores new technologies and innovation,” it said.
Customers will benefit significantly from the merger, as the merged company will have the capacity to invest even more to provide better quality of service and at competitive rates.
“Customers also will be able to maintain their choice of mobile operator brand, as both Celcom and Digi brands will continue post-merger,” it added.
Axiata and Telenor have also agreed to the creation of a world-class Innovation Centre to catalyse the Fourth Industrial Revolution (IR 4.0) digital transformation, development of 5G use cases and other technological advancement.
The Innovation Centre will not only drive technological advancement in Malaysia, but also play a direct role in upskilling employees for the future economy, it said.
Axiata Board chairman Tan Sri Ghazzali Sheikh Abdul Khalid said the merger will see the coming together of the nation’s largest mobile operators, with the firepower to trigger tremendous opportunities in helping Malaysia leapfrog into IR 4.0 and fulfil the digitised nation goal.
Axiata president and group CEO Dato’ Izzaddin Idris, said the MergeCo will help restore long-term growth and capacity to the industry, especially in terms of improved profitability.
“We will be well placed to further invest in research and innovation, and to improve our customer experience.
“All in all, the proposed merger of two excellent Malaysian brands will serve to make lives better for our customers, giving them more choices for digital needs and higher quality services and solutions,” he said.
In a separate statement, Digi said its board noted the proposal for the Celcom and Digi merger, and the exciting prospect of creating a Malaysian market leader through the proven capabilities of the two established operating companies and the strength of two international telecom leaders, Axiata and Telenor.
Chair of its board of directors, Haakon Bruaset Kjoel, said the merger underpins a shared vision to create value through product and market innovation and high-quality data connectivity to power Malaysia’s digital ambitions in the years to come.