French operator Vivendi has granted Etisalat a period of exclusivity for the acquisition of Vivendi’s 53% Stake in Maroc Telecom, until September 25th 2013.
Etisalat said that its binding offer values the 53% stake in Maroc Telecom at EUR 3.9 billion ($5.15bn), or MAD 92.6 ($10.97) per share. The closing share price of Maroc Telecom was MAD 99.55 per share at the Casablanca Stock Exchange on July 22nd 2013.
The consideration does not include the dividend received by Vivendi from Maroc Telecom for the 2012 financial year, equivalent to MAD 7.40 per share, which will also be for the benefit of Etisalat. At closing, Etisalat will pay Vivendi the cash value of the 2012 dividend of EUR 300 million.
Vivendi’ will discuss the offer with its Works Councils before responding to Etisalat.
If Vivendi accepts the offer, the transaction remains subject to a number of conditions including, the execution of a shareholders’ agreement with Morocco and securing competition and regulatory approvals in Morocco and certain other jurisdictions in Maroc Telecom’s footprint.
In line with Moroccan capital markets regulations, Etisalat will also be required to make a mandatory tender offer to the remaining shareholders in Maroc Telecom, which could lead Etisalat to further increase its shareholding. The outstanding free float represents about 17% of total number of shares.
Etisalat is planning to finance the deal through debt and has already secured a commitment to provide the requisite funds from a syndicate of local and international banks. Etisalat’s Extraordinary General Assembly Meeting, held on May 28th 2013, approved the board’s plan to raise external funding in excess of the corporation’s capital.
Qatar's Ooredoo dropped its rival bid for the stake in Maroc Telecom in June.