Bharti has made two special vehicles (SPVs) in the Netherlands and Singapore to implement the $ 10.7 billion deal. Bharti Airtel is in the concluding stage of acquiring stake in Zain Telecom's operations in Africa.
It is expected that deal would be signed in next 48 hrs in Netherlands by Zain and Bharti's senior officials. Zain has agreed to compensate Bharti in case of legal costs incurred by Bharti on ownerships disputes issues. Zain will also sign an indemnity clause i. e. a guarantee clause, which will be valid for few years.
It has been declared that SPVs formed by Bharti will hold the guarantee of the company while holding the assets of Kuwait's Zain. SPV's are formed to carry out specific transactions like to communicate to the investors that company does not hold a spoonful of debts. In such a case, SPV are liable to repay the amount through the cash flows of the African market, but in case of default Bharti will come in the picture and holds the command.
Indian Telecom Company is bound to pay $ 8.3 billion to Zain soon after the contract is marked and $ 700 million within a period of one year. It has managed to arrange the funds of around $ 7.5 billion from the host of international banks and the State Bank of India (SBI).
Zain, captures 65% of the Nigerian market and is facing an ownership disputes with few of its shareholders like are Econet Wireless Holdings with a 5% stake, Broad Communications with 14% and First Bank of Nigeria with 8%, and Zain has signed indemnity clause to protect Bharti from such legal disputes.
Among all these shareholders, Econet are against this takeover but Board is supporting the same. Broad is owned by Oba Otudeko, who is also the chairman of First Bank, Nigeria's largest bank. But ultimately it's Zain who controls the unit, so its decision is considered as a final decision.
Bharti officials on Thursday said that all the aspects of takeover have been carefully studied and finalized with Zain. The ultimate agreement will be signed shortly. He further told that sale of Zain's Africa operations does not include the Sudan and Morocco investments.
Zain's Africa operations includes Nigerian aid of about 38% of (of EBITDA (earnings before interest, tax, depreciation and amortisation) but its contribution is declining as viewed on year to year basis in 2009. Analyst considered that the rate can be increased if Airtel can imitate one of it's a small factory in Nigeria.
One of the studies conducted in Nigeria said that Nigeria is largely ruled by MTN and Zain occupied the second position in the lead in terms of revenues and EBITDA. Zain has put in great effort but still its market is declining from
32 % in Q3'08 to 25% in Q3'09 when compared with its competitor MTN.