Vodafone Idea, Vodafone Group, Bharti Airtel, Indus Towers and Bharti Infratel have agreed to proceed with completion of the merger of Indus and Infratel.Vodafone Idea said on Tuesday it has undertaken to sell its 11.15 per cent stake in Indus for cash. The cash consideration payable by Infratel to Vodafone Idea will be based on a formula linked to Infratel’s volume weighted average price (VWAP) for the 60 trading day period closer to the merger.
The parties have also agreed to use the FY20 earnings before interest, taxes, depreciation and amortisation (EBITDA) and net debt as on the closing date for Indus and Infratel valuation with certain agreed pre-closing adjustments, Vodafone Idea said in a statement.Based on Infratel’s VWAP during the last 60 trading days as on August 31, the value of Vodafone Idea’s 11.15 per cent stake equates to a cash consideration of about Rs 4,040 crore. The final determination will take place shortly before the closing of the merger.
Vodafone Idea has agreed to make a pre-payment of Rs 2,400 crore to the merged tower entity from the cash consideration to be received from Infratel at the time of closing.The pre-payment amount will be adjusted to the extent of 50 per cent of all undisputed and due amounts payable by Vodafone Idea to the merged tower entity post-closing and Vodafone Idea will be required to pay only the balance 50 per cent of undisputed dues.The pre-payment amount will accrue interest at 6 per cent per annum.
This will continue until the entire pre-payment amount with accrued interest is fully adjusted.Vodafone Idea said the parties have agreed to take appropriate steps to progress the approvals for the merger, the completion of the merger will be subject to receipt of all such approvals.The merger scheme will become effective on the date on which a certified copy of the order of National Company Law Tribunal is filed with the Registrar of Companies.