M&A mystery tour: Zain, Tigo Sri Lanka, Vivendi's foray into Brazil

Zain Group: all operations up for grabs?

Over the (northern hemisphere) summer months, this blog became very preoccupied with whispers about a 'for sale' sign supposedly being slapped onto the African assets of Kuwait-headquartered mobile group Zain. So much so that an inelegant title (Zain Africa Speculation Watch) was cobbled together for what quickly became a series of articles. That series ran to no less than thirteen episodes, such was the number of conflicting rumours doing the rounds from June to August. Of late, though, this long-running tale has meandered in a new direction - towards the idea that a significant stake in the whole Zain group may be sold, not merely its operations in Africa.

A reading of media reports coming out this week suggests this is looking increasingly likely. One such comes from Tom Gara, writing for the UAE's English language newspaper, the National. Gara reports that the Kuwaiti group leading the sale has announced that it will sell its stake in Zain to a consortium of Indian and Malaysian investors. The Kharafi Group - whose other activities include construction, civil engineering and the manufacturing of consumer goods - officially owns about 10% of Zain, writes Gara, but is believed by analysts to control up to 25% of the telecoms firm through subsidiaries and associates.

Gara reports that on Tuesday this week, a Kharafi subsidiary ran an advertisement in Kuwaiti newspapers, inviting investors owning fewer than 300,000 Zain shares to participate in the sale. "We hope that this preserves the rights and interests of small shareholders and gives them priority," the advertisement said.

What of the prospective purchasers? Gara describes them as a consortium led by India’s Vavasi Group and backed by Malaysian billionaire Syed al Bukhary. This consortium has apparently indicated that a purchase price has yet to be confirmed.

Gara also states that "two large Indian state-owned telecommunications companies that were originally listed as members of the consortium have since denied making any decision on the deal." Regular readers will surely know that this refers to MTNL and BSNL. The latter, says Shauvik Ghosh of Indian business newspaper Mint, writing earlier this week, may not want to pick up a stake in Zain because of an urgent need to hold on to its cash to maintain interest earnings, to pay for 3G spectrum and to fund an ongoing restructuring programme critical for long-term profitability. The last point certainly chimes with the critical analyses of BSNL's performance reported here at DTW.

The Mint article also quotes analysts who are similarly critical of the state of BSNL. One of these, who remains anonymous, warns that the public sector telco would be advised to stay away from the Zain stake purchase. "BSNL has a lot of cash on its books but it lacks the ability to execute," he says. "Africa is not a market for an operator to just add some revenue to its balance sheet. They have to first show that they can execute in India with the opportunities already in front of them like broadband and 3G before they can venture into bigger game like Zain."

One foreign adventure which certainly seems not to be on the cards for BSNL is its mooted purchase of the Millicom International Cellular operation in Sri Lanka. On Wednesday, India's Economic Times carried the news that the state-owned firm had bid for the Tigo-branded cellco. By Friday, the Business Standard was reporting that this bid had been rejected. "They have not considered our bid", BSNL Chairman Kuldeep Goyal told a reporter. "We had quoted a value [that] we thought was appropriate but it has fallen short of their expectations."

This blog recently opined about the likely consolidation of the fiercely competitive Sri Lankan mobile market, with one possibility being that Bharti Airtel could purchase the Tigo-branded MNO - the giant Indian operator already has an operation in Sri Lanka. The recent Business Standard article also mentions rumours of Bharti Airtel's interest in the transaction - as well as interest from another prospective purchaser already present in the Sri Lankan market, Malaysia's Axiata. The only seemingly interested party still being mentioned whose presence in Sri Lanka would not lead to market consolidation is the UAE's Etisalat, which is also mentioned in the Business Standard story. Total Telecom reported on Monday that the Emirati firm has indeed submitted a bid.

Plenty of interest in Tigo Sri Lanka, then. Let's see who prevails.

What news, though, of erstwhile protagonists from the early episodes of the now-fizzled out Zain Africa Speculation Watch mini-series here at DTW? Regular readers may recall that the whole hoo-ha was initially set off by rumours of interest from French telecoms and media conglomerate Vivendi. Having heard nothing since about that the company's plans, I was interested this week to read a report from my former colleague at Informa Telecoms & Media, Mr James Middleton. While the Zain Africa business came to nothing, James writes that the French group seems to remain keen on increasing its footprint in emerging markets beyond Morocco, where it controls Maroc Telecom. Vivendi, perhaps best known by telecoms watchers for its controlling stake in French cellco and broadband player SFR, has now launched a EUR 2 billion offer for 100% of Brazilian fixed line carrier GVT, which offers VoIP telephony, corporate data, broadband, internet services and pay TV, writes James.

As of June 30, 2009, GVT had approximately 2.3 million customer lines in service, including voice, broadband, data and VoIP services. It is one of the smaller players competing against giants like Oi, América Móvil and Telefónica.

So, after wandering across Africa, South Asia and South America, here concludes another whistle-stop tour of telecoms M&A stories from emerging markets. Let's see which of these has further to run.

M&A mystery tour: Zain, Tigo Sri Lanka, Vivendi's foray into Brazil

Zain Africa Speculation Watch: Episode 9 - Can Vivendi do it?

Zain CEO Saad al Barrak:
thumbs up to the sale of Zain's African operations? You'd have to ask the shareholders...

DevelopingTelecomsWatch celebrates its 100th blog post with another episode of Zain Africa Speculation Watch. Will that turn out to have been a future-proof title for this mini-series? Maybe not, because for the first time since DTW started visiting this theme, one of the companies rumoured to be interested in acquiring the African assets of the Kuwaiti telecoms group has actually confirmed that interest. It seems, therefore, that we are now moving beyond the speculation stage.

That said, perhaps for now we can stick with the term 'speculation' in the title of these musings. The speculation today, however, will move from wondering which prospective suitor looks the most plausible to wondering whether one particular suitor really has the wherewithal to do the deal.

That suitor is one whose name seems to have been in the mix since day one - Vivendi, the French international media conglomerate which is active in music, TV, movies, publishing, video games and telecoms.

Last Thursday, the group confirmed that there is indeed some interest in acquiring Zain's African operations. James Middleton of telecoms.com, reporting the story the next day, concluded his article with the caveat that the French firm has cautioned that at this stage there is no certainty that the discussions will lead to an acquisition.

This last point is echoed by a Financial Times article written the same day, which notes that Vivendi Chairman & CEO Jean-Bermard Lévy has "a track record of walking away from deals he regards as too expensive", something that has provided "some reassurance to analysts that the company will not over-pay."

The last time we looked at this story here, sums of USD 10 billion and USD 12 billion were mentioned as possible prices for Zain's collection of African MNOs. This is not far off the money from a Vivendi perspective according to the FT article, which cites "people familiar with the matter" who apparently say that the French group values Zain's African unit at USD 10-11 billion. A big concern for Vivendi, however, according to the company's statement of July 9th, is "keeping its credit rating and its dividend at their current levels".

This last point was mentioned in Episode 3 of Zain Africa Speculation Watch, when I noted that Reuters writer Adam Durchslag had expressed doubts about how Vivendi, with net debt of around EUR 8.3 billion, would be able to afford such a significant acquisition without putting that all-important investment grade BBB credit rating in jeopardy.

This concern about maintaining the group's credit rating notwithstanding, were this purchase to go ahead, it would, as the FT article notes, be Mr Lévy's fifth large acquisition in less than four years. The same article reports the opinion that the purchase of Zain Africa makes good strategic sense, giving Vivendi wider exposure to fast-growing markets at a time when its domestic telecoms and pay-TV businesses are facing stronger competition and its music business is in decline.

While it is pretty clear that Vivendi has pretty compelling reasons to consider a purchase of this size and nature, it is worth asking once again why Zain might be prepared to make the sale. According to the FT, Zain CEO Dr Saad al Barrak simply felt obliged to alert the Kuwaiti group's shareholders to the approach by Vivendi.

"If we are approached by big players with clear value creation we have to pass this to our shareholders. This is not a decision for us on the management level. It is all up to the shareholders to decide," the Zain CEO told the FT. He also revealed that only Vivendi has made an offer for the African assets.

Those shareholders have already felt the effects of the speculation. Matt Smith of Reuters reported yesterday that Zain's shares jumped 9.8% after news broke of Vivendi's confirmed offer for the company's African unit. Sounds good? Sure, but the very day that Vivendi was confirming its offer, Saad al Barrak had denied a deal was on, causing a fall of almost 9% in Zain shares, according to another Reuters article.

It remains to be seen whether that means that no other groups are likely to come forward to trump any offer from the French group - if such an offer does ever happen. Doubts are likely to remain for now. As Cyril Altmeyer of Reuters wrote late last week, analysts have expressed the view that it would be possible for Vivendi to take full control of Zain's African operations without endangering its BBB rating. Altmeyer's article quotes an unnamed banker who contends that with Vivendi having put something on the table, Zain and its advisers are probably figuring out whether to have targeted discussions with other interested parties." The same banker feels that potentially interested parties would be France Telecom, China Mobile and Vodafone.

This article also states that one way for Vivendi to make the Zain Africa acquisition without risky capital raising at group level would be to make the approach though Maroc Telecom, which is not in debt and in which the French group holds a 53% stake.

More twists and turns, then. Keep watching.

Zain Africa Speculation Watch: Episode 9 - Can Vivendi do it?

Zain Africa Speculation Watch: Episode 7

Dr Bahabri of HiTS Telecom: 'highly leveraged' Zain has been in talks with Vodafone, China Mobile - (photo from Comm.ae)

It's a matter of policy here at DevelopingTelecomsWatch not to write anything actively inflammatory. Controversy is not the watchword. There's no harm, however, in merely repeating contentious statements made by others. Is there?

One man seemingly unafraid of rattling cages is Dr Sultan A. Bahabri, Chairman of HiTS Telecom, the self-styled 'new opportunity communications company' that has invested in Brazil, Spain, Saudi Arabia and in several African markets.

Late last week, Bahabri spoke with the telecoms sector's very own man of mystery 'the Informer', offering his hard-hitting opinions on a range of issues. One of these was the recently much-discussed question of whether pan-MEA mobile player Zain is really going to flog its supposedly strategically vital African assets to some lucky punter.

Bahabri alleges that last year Zain was in serious talks with both Vodafone and China Mobile, claiming that the Kuwait/Bahrain-headquartered group is "highly leveraged and that leverage is going to be heavy on their shoulders for years to come."

The HiTS Telecom Chairman went on to make some fairly critical remarks about the manner in which Zain entered the Saudi Arabian market two years ago. The price paid for the country's third licence to operate was a whopping USD 6 billion, at a time when mobile market penetration was close to 80%. As Gavin Patterson of Informa Telecoms & Media wrote in his recently-penned Zain Group Q4 2008 update, mobile penetration in Saudi Arabia had passed the 100% mark by the time the third operator launched services. Patterson also saves us the bother of working out the cost of the licence per inhabitant of Saudi Arabia - USD 226: the world's most expensive on a per capita basis.

According to the Informer, Bahabri claims that his company also bid just over USD 4 billion in the Saudi Arabian auction, but that he could not have justified the bigger sum which Zain ended up spending.

Zain's management have not failed to notice sceptical remarks about their Saudi operation. In February last year, the firm's Chief Communications Officer Ibrahim Adel was interviewed by Mobile Communications International magazine, acknowledging that the move had been dismissed by some as one which that simply did not justify the expense. Adel noted that some observers had dubbed his firm's actions as a case of "crazy Kuwaitis, spending crazy money".

Adel argued, however, that the licence win was essential: "Saudi is a key strategic market for us. We couldn’t not be there."

Keep that word in mind: strategic - and fast-forward to the more recent critical remarks made by Dr Bahabri of HiTS Telecom. In last week's no-holds-barred chat with the Informer, Bahabri joked that "when you can’t think of a reason to justify that sort of spend, you just call it 'strategic'" - using the word as a barb, it seems to me. Many operators, he went on to add, have "a very dangerous combination of ego and cash. That leads to many mistakes."

Tough talk. Does it invite others to watch HiTS Telecoms closely and speak in similarly strong language should Dr Bahabri's organisation ever make moves which leave it open to criticism?

Returning to Dr Bahabri's suggestion that "highly leveraged" Zain was in talks with potential purchasers of parts of its business as far back as one year ago, fresh rumours were circulated yesterday that a sale of some sort is now on the cards - Bloomberg's Ambereen Choudhury writes that the telco has asked Swiss bank UBS AG to consider a possible sale of its African division, which it values at about USD 10 billion. The source? "Three people familiar with the plans."

These mysterious people told Choudhury that UBS "will oversee a review that may lead to a sale of all or part of the unit" and that "Zain is yet to decide on a sale, which would exclude its Sudanese operations."

In previous episodes of Zain Africa Speculation Watch we have considered the merits of various suitors that could step forward should Zain indeed decide that a sale is the best way forward. Of these, I noted that French telecoms and media conglomerate Vivendi has been dismissed by some analysts as being unlikely to be able to raise the necessary funds for an acquisition as significant as Zain's African unit.

Bloomberg's Choudhury, however, takes the time to consider a Vivendi bid and his unnamed sources allege that the company has actually approached Zain in recent months for exploratory talks about the latter's African division. According to Choudhury, Vivendi, which owns 53 percent of Maroc Telecom, has said it wants to revisit the idea of expanding its presence in emerging markets, having scrapped previous discussions about buying a stake in Dubai-based Oger Telecom in 2007.

Of the rumours feeding into Zain Africa Speculation Watch the mini-series, Ambereen Choudhury's are about the most specific. I have no idea, however, if they are the most reliable or credible. So, again I invite you to watch this space. Don't touch that dial. No flipping. etc. etc.

Zain Africa Speculation Watch: Episode 7

Zain Africa Speculation Watch: Episode 3

Zain-branded retail store in Uganda: needing a new paint job soon?

(image from Honeysun blog)

Telecoms media news sources, analysts and bloggers continue to be divided on the issue of whether there is much substance to the rumours about Zain looking to sell its African assets. Some commentary about this story, which, for me at least, popped up seemingly out of nowhere last week, continues to express a high degree of skepticism. The tone of some writing, meanwhile, seems to present Zain's desire to offload the former Celtel International operations pretty much as a given, focusing on quite detailed analysis of particular challenges that will have to be faced during the process.

Zambian journalist Michael Malakata, for example, writes in terms of how "Zain's efforts to sell its African operations" are likely to be hampered by problems such as a move by Econet Wireless Group to block the Nigerian element of the deal. Just as Malakata's article seems built on the assumption that Zain's exit from the African scene is actually going to happen, he also seems very sure that Orange/France Telecom is set to acquire the sixteen mobile operators supposedly up for sale - rather than Vivendi, whose name has been bandied about very freely these last few days.

Adam Durchslag of Reuters, conversely, seems more interested in examining the case for Vivendi being involved and gets a big thumbs up from me for making a pun of the word za(i)ny in the title of the blog post he wrote yesterday. I avoided the temptation to do so myself, but only just.

In his article, Durchslag picks up on widespread bemusement about how getting out of Africa would make sense in the context of Zain CEO Saad al-Barrak's recently stated ambition for the business to a top-ten global mobile operators by 2011.

With this in mind, Lesley Stones of South Africa's Business Day offers some useful thoughts on what could drive any sale, asserting that while Zain’s African operations accounted for 65% of its subscribers and 56% of revenue in 2008, "they absorb more than 75% of its capital expenditure, yet only account for 15% of net income." Stones states that "while Zain’s net income rose just 6% last year, if Africa had been excluded it would have been up 34%."

Adam Durchslag, meanwhile, considers the idea of a rather different kind of Zain-Vivendi tie-up potentially being on the cards, such as Zain taking a minority stake in the larger French group. If there is any substance to rumours of these two companies being in talks, perhaps that scenario is more likely than Vivendi simply buying operations from Zain. As Durchslag notes, it is worth considering Vivendi's ability to afford a USD 12 billion transaction. He points out that the French group has about EUR 8.3 billion of net debt and, "according to some analysts, has only EUR 1 billion for manoeuvre without jeopardising its investment grade BBB credit rating."

Durchslag then considers another possibility - that of Vivendi, through its Maroc Telecom subsidiary (which owns telcos in Mauritania, Burkina Faso and Gabon) buying only some of Zain’s African operations.

This raises of the question of whether Zain could conceivably be open to the possibility of breaking up its African operation and selling assets piecemeal to groups looking to fill gaps in their pan-African footprints - rather than a single transaction in which the whole lot are sold to a single buyer. Kenyan newspaper the Daily Nation carried rumours on Tuesday that Zain's Kenyan outfit "could end up in the hands of MTN Group, the powerful South African transnational." The article asserts that "MTN has for years been known to covet the Kenyan market", having previously tried and failed to buy the operation now known as Zain Kenya.

Writing for another Kenyan newspaper, Macharia Kamau considers MTN as a possible suitor, but spends more time considering the Vivendi option. In the spirit of Alanis Morisette, Kamau feels that if Vivendi succeeds, this would mark an "ironical" return of the company to the Kenyan market. Kamau reminds us that Vivendi sold a 60% stake in KenCell (the predecessor of today's Zain Kenya) in 2005. Any loyal Kenyan subscribers of this operator's services, therefore, are already on third brand name in a four year period. A further transaction could mean four brands in four years - that's almost as confusing as the regularity with which my favourite football club hires and fires managers.

Even this high degree of brand name turnover, however, would be trumped in Nigeria. Writing for that country's Vanguard newspaper, Prince Osuagwu, notes that if "Zain Group finally agrees to sell its Celtel Africa unit to a bidding French media conglomerate, Vivendi SA this week, the Nigerian operation of the company may be heading for the 6th... name change."

Osuagwu spoke with Zain Nigeria subscribers and reports some discontent at the prospect of yet another rebranding, feeling that some might switch to rival service providers because of "fears that the network might not catch up with competition after going through [the] image crisis that may possibly follow."

Thanks for bearing with me on another long-ish ramble through the Zain empire as I try to figure out whether this is a hot story, a non-story or something in between. There's bound to be a least one more episode in this mini-series. Don't touch that dial. No flipping.

Zain Africa Speculation Watch: Episode 3

Out of Africa: Zain to sell assets to a European buyer?

Earlier this week I started to receive email news updates suggesting that Zain, the Kuwait-headquartered multinational telecoms group specialising in mobile communications across the Middle East and Africa may be quitting the latter territory.

If this is correct, Zain's stay in Africa will turn out to have been quite a short one, having extended its reach from its Middle East roots via the 2005 acquisition of Celtel International, the pan-African telecoms group founded by the Sudanese-born British entrepreneur Dr. Mo Ibrahim.

One report from TelecomPaper contends that Zain Group may agree as early as this week to sell its African unite to a French company for up to USD 12 billion. A French company? A good guess has to be France Telecom/Orange, right? That was my first guess, but one report from a Nigerian newspaper is tipping Vivendi, the telecoms and media group whose assets include majority stakes in French quad-player SFR and Morocco's Maroc Telecom. It must be said that I haven't found any other articles naming Vivendi as an interested party...

The Nigerian report continues that if the deal isn't settled, Zain will study bids made by other companies. Apparently, the plan is for the French company to buy Zain Africa's debts, which will be discounted from the purchase price.

If there is any truth in this story, genuinely savvy market-watchers are now invited to smile at my naivety now because I must admit that since well before the inception of this blog, I have regularly opined that in the current economic climate, the only telecoms strategic investors likely to remain acquisitive, expanding their geographical reach in any major way, would be those headquartered in the Middle East and Gulf region. I was, of course, thinking of Zain as well as the likes of Etisalat and QTel. If these reports are to be believed, however, we will see a major Gulf region player divesting significant assets with a European buyer being the acquirer. Not at all what I would have expected.

If the timing of this were different, perhaps the pool of prospective purchasers would be larger. For example, one player which would presumably find it very challenging to become involved right now in a tussle for Zain's African assets is the South Africa-headquartered MTN group. If Zain really does intend to quit Africa, the timing is odd, argues Lesley Stones of MoneyBiz. Stones feels that MTN is an "obvious suitor" and therefore wonders why Zain would put its African business up for sale just as the South African group is negotiating a tie-up with Bharti Airtel of India, especially because these two "have agreed to talk exclusively to each other until July 31." MTN, as Stones, notes, was one of the interested parties when Zain/MTC prevailed with its acquisition of Celtel International.

Given my own contention that groups such as Zain are more likely to be in buying mode than selling mode these days, the big question for me around all of this is why Zain would be looking to sell its African unit. Let's look at evidence to support the notion that this would be a strange move:

• Celtel operators across Africa were the subject of an expensive rebranding exercise only last year - surely quite wasteful if there was never a long-term plan to stay in these markets.
• As Lesley Stones notes, as recently as November, Zain Africa CEO Chris Gabriel said the company "planned to be the acquisitor rather than the acquisition in an inevitable consolidation of telecoms players."
• As Stones argues, Zain CEO Saad Al Barrak has not hinted at any plans to sell, instead saying only a month ago that the group has an "unwavering commitment to reach our 2011 target of being a top-10 global mobile operator", an aim that would be made impossible by the shedding of a major chunk of its business.
• Zain’s commitment to Africa saw it launch a network in Ghana as recently as December.
• Zain has announced plans to introduce mobile financial services for Africa's unbanked via cellphones in several countries this year.

Bearing all of this in mind, the whole thing does feel rather implausible. The (non?) story seems to originate from a single article in a Kuwaiti newspaper. As Lesley Stones notes, rumours of the sale may simply be untrue. Watch this space, I guess.

Out of Africa: Zain to sell assets to a European buyer?

Gabon's mobile market: room for one more?

Friday's Telegeography CommsUpdate came with news of a fourth entrant to Gabon's mobile market. Again, I find myself returning to the recent blog post in which I explored the comments of MTN CEO Phuthuma Nhleko, who has recently suggested that we can expect to see a wave of cellular sector consolidation across Africa as this year wears on.

So can Gabon, a fairly small country in west Africa, with an estimated population of just 1.5 million, support four profitable mobile operators? On the plus side, the small population together with abundant natural resources and foreign private investment have helped make Gabon one of the most prosperous countries in the region, with the highest Human Development Index score in Sub-Saharan Africa.

While the relative prosperity of the country sounds good in terms of ARPU potential, the new entrant will be arriving well after the subscriber gold rush. Mobile penetration in Gabon stands at over 100%, according to the World Cellular Information Service maintained by Informa Telecoms & Media. The latest entrant then, will need to do a great job in terms of effective differentiation and on the marketing and branding front. This may be a challenge given the deep pockets of two of three incumbent players - Zain Gabon (53.79% market share) and Etisalat-backed Moov (16.49% share) are the two operators backed by well-funded groups from the Middle East. The other operator is Libertis (29.72% share), the mobile unit of national incumbent wireline operator Gabon Telecom, in which Morroco's Maroc Telecom acquired a 51% stake in February 2007. Maroc Telecom is controlled by Vivendi, whose other investments include French mobile operator SFR and various media assets. This looks like a challenging competitive environment.

Gabon's mobile market: room for one more?