Merger and acquisition (M&A) activity globally has declined in recent months. During the first half of 2023, the telecom sector witnessed a 7 per cent decrease in announced deal volumes and a 67 per cent drop in values, compared to the second half of 2022. However, the year witnessed some notable megadeals in the telecom space. In March 2023, the Vodafone Group sold 50 per cent of its German fibre-to-the-home company to Altice, creating a EUR 7 billion joint venture. More recently, Vodafone announced plans to merge its UK operations with Three. The combined business will invest GBP 11 billion in the UK over 10 years to create one of Europe’s most advanced stand-alone 5G networks. The UK-based BT Group is expecting a takeover bid by one of its major shareholders, Deutsche Telekom. Meanwhile, in April 2023, Canada-based Rogers Communications closed its takeover of Shaw Communications, completing a $20 billion deal. In September, Eutelsat Communications SA announced the completion of its merger with OneWeb, leading to the formation of the Eutelsat Group, the first fully integrated geosynchronous equatorial orbit-low-earth orbit satellite operator. Bharti Enterprises holds the largest share in the Eutelsat Group at 21.2 per cent.
In India, there has been an increase in M&A deals across industries, with telecom serving as a key example. A look at the major transactions announced and completed in the Indian telecom space in recent months…
Key M&A deals in India
Bharti Airtel undertook multiple M&As. Earlier this year, Airtel announced the merger of its wholly owned subsidiaries Nettle Infrastructure Investments Limited and Telesonic Networks Limited, with effect from February 1, 2023. With this, both the subsidiaries stand dissolved and merged with the parent company. All assets, liabilities, contracts, deeds, bonds and other instruments of Nettle and Telesonic have been transferred to Airtel. Soon after, the operator announced an increase in its direct stake in Indus Towers with the acquisition of a 23.01 per cent stake held by Nettle Infrastructure. Airtel now holds a 47.95 per cent stake in Indus Towers. Earlier, it directly held 24.94 per cent and 23.01 per cent through its subsidiary Nettle Infrastructure.
Further, Airtel entered into a binding term sheet with Sri Lanka based-Dialog Axiata Plc and Malaysia-based Axiata Group Berhad to combine operations of Bharti Airtel Lanka (Private) Limited, Airtel’s wholly owned subsidiary, with Dialog, a subsidiary of Axiata Group Berhad. The proposed transaction would grant Airtel a stake in Dialog. Airtel will be issued new shares in Dialog upon completion of the transaction, which is subject to the signing of definitive agreements and necessary closing conditions.
In July 2023, Airtel acquired an additional 20.6 per cent stake in Lavelle Networks, a Bengaluru-based software-defined wide area network start-up. Earlier, in January 2022, the operator announced a 25 per cent acquisition in the company. With the latest transaction, Airtel’s total ownership in Lavelle Networks increased to 45.6 per cent. The telco made this acquisition under its Startup Accelerator Program for the support of early-stage Indian tech start-ups. Under the same programme, Airtel announced the acquisition of a strategic stake in Lemnisk, a Bengaluru-based start-up that offers real-time marketing automation and a secure customer data platform (CDP). Airtel and Lemnisk will work together to build the world’s largest CDP. Meanwhile, Warburg Pincus sold off its 0.32 per cent stake in Airtel for Rs 16.49 billion through an open market transaction.
In the renewable energy space, Airtel signed an agreement to acquire 12.07 per cent (283,400 equity shares) of Egan Solar Private Limited. The acquisition is aimed at meeting the captive power consumption requirement under electricity laws. In September 2023, the telco signed definitive agreements to acquire stakes in renewable energy project companies Continuum MP WindFarm Development Private Limited and Egan Solar Power Private Limited to power six of Nxtra’s edge data centre facilities. The purchase will be made through an open access route. Last year, Airtel acquired approximately 9 per cent stake in the Avaada Clean TN Project for about Rs 78.8 million in an all-cash deal.
Reliance Jio also signed various deals during the year. Recently, Jio Platforms’ subsidiary Radisys Corporation completed the acquisition of Mimosa Networks, Inc. from US-based Airspan Networks Holdings Inc. Earlier this year, the companies had announced the deal, under which Radisys Corporation signed a definitive agreement with Airspan Networks Holdings for the acquisition of Mimosa Networks for $60 million on a debt-free, cash-free basis. Reliance Jio Infocomm USA Inc., a wholly owned step-down subsidiary of Jio, is a shareholder of Airspan. In a landmark deal in December 2022, Reliance Projects and Property Management Services, a subsidiary of Jio that looks into the telecom operator’s tower business, completed a 100 per cent stake acquisition in Reliance Infratel Limited (RITL) for Rs 37.20 billion. RITL owns over 43,540 towers and over 178,000 km of laid-out fibre of Reliance Communications. The move ended the company’s long-standing bankruptcy resolution process, which had spanned the past two years.
Vodafone Idea Limited (Vi) witnessed a turning point this year. The government became the largest shareholder in Vi after converting the net present value of the interest on deferred spectrum payments and adjusted gross revenue-related dues amounting to Rs 161.33 billion. The board of Vi approved the allotment of equity shares to the Department of Investment and Public Asset Management, Government of India. After the aforesaid allotment, the government’s shareholding in Vi’s expanded paid-up capital base stands at 33.44 per cent.
State-run Bharat Sanchar Nigam Limited (BSNL) and Mahanagar Telephone Nigam Limited (MTNL) are reportedly revisiting the idea of a merger, which has been in the pipeline for over a decade. In 2019, the union cabinet had granted in-principle approval for the merger of the two operators. With a renewed focus, the government initiated the process of delisting MTNL from India’s stock exchanges this year to pave the way for the merger. While a full-fledged merger will take more time, the government is initially looking to consolidate MTNL’s operational business – wireline, wireless, and enterprise verticals – with BSNL. The entire merger process is expected to take up to two years.
Tata Communications Limited declared a series of investments during the past few months. The company entered into a share purchase agreement through its Singapore-based subsidiary Tata Communications International Pte Limited to acquire the remaining 41.9 per cent equity in Oasis Smart SIM Europe SAS for $12 million. The company had acquired a 58.1 per cent stake in Oasis in 2020. In addition, Tata Communications entered into a definitive agreement to acquire Kaleyra, Inc., a US-based global omnichannel integrated communication services provider, for a total consideration of approximately $100 million. Upon closing of the transaction, Kaleyra will become a subsidiary of Tata Communications. Previously, Tata Communications entered into a definitive agreement through its wholly owned international subsidiary, Tata Communications (Netherlands) B.V., to acquire 100 per cent equity stake in the US-headquartered The Switch Enterprises LLC and some of its international assets for a value of approximately $58.8 million.
The digital infrastructure segment, particularly tower and fibre assets, witnessed a flurry of activity. Recently, British Columbia Investment (BCI) acquired an additional 4.8 per cent stake in Brookfield’s tower infrastructure investment trust (InvIT), Data Infrastructure Trust. The investment was made through a block deal worth around Rs 20 billion. BCI had previously purchased around 2 per cent stake in the tower InvIT, the first transaction of its kind by an InvIT in India. Meanwhile, the US-based I Squared Capital announced its plans to acquire a minimum 51 per cent stake in American Tower Corporation’s (ATC) India unit, ATC Telecom Infrastructure Private Limited, for an enterprise value of $1.5 billion-$2 billion. Further, iBus acquired Sheltera Construction International Limited to improve its position in the small cell and optical fibre domains. Through this acquisition, iBus will have access to Sheltera’s portfolio of more than 700 small cells and over 500 km of optical fibre networks across six states in India.
The telecom sector’s structural growth makes it highly attractive for investment and M&A activity in both the medium and long term. Going forward, telecom operators are expected to maintain their focus on higher-growth revenue streams by participating in acquisitions focused on front-end and back-end infrastructure. The network infrastructure, cybersecurity and cloud segments will be the prime candidates for M&A deals.