Telenor and CP Group have agreed to explore the creation of a new company comprising of dtac and True in Thailand. The transaction will create a company with around 55 mill customers and pro-forma revenues of around USD 6.9 bn in 2020.
Telenor believes there will be significant opportunities in Asia coming from digitalization and technical advancements in the coming years, and the proposed transaction will advance Telenor’s value driven strategy to strengthen our presence in Asia.
The transaction aims to create a leading telecommunications service provider with capabilities to accelerate Thailand’s digital technology agenda in terms of network performance, innovation, investment strength and employer brand. The transaction will be a merger of equals and will bring the best of two companies together to realise material synergies.
If the transaction proceeds, it will consist of a conditional voluntary tender offer (VTO) for all outstanding shares of dtac and True, followed by an amalgamation of the two companies. The VTO price for dtac will be THB 47.76, which represents a 25 percent premium to the one-month VWAP for dtac shares, and the VTO price for True will be THB 5.09, which represents a 25 percent premium to the one-month VWAP for True shares. The agreed exchange ratio is 10.221 True shares per dtac share.
Depending on the tendering in the VTO, Telenor and CP group will aim for an ownership share of around 1/3 each in the merged entity. The company will be listed on The Stock Exchange of Thailand.
dtac and True will continue to run their businesses independently until the transaction is completed. The parties aim to reach the necessary agreements by the end of Q1 2022. The transaction will be subject to approvals by relevant boards and shareholders, as well as customary regulatory approvals. The parties acknowledge that there is no certainty as to the finalisation of the transaction.
Telenor’s Chief Financial Officer Tone Hegland Bachke hosted a conference call for analysts and investors at 09:00 CET 22 november 2021. The transcript can be downloaded here:
Transcript of 22. november 2021 conference call