Bharti Infratel, Indus Towers extend deadline for merger to February

Bharti Infratel on Tuesday said it has extended the deadline for merger with mobile tower company Indus Towers by two more months to February 24, as it has not received the necessary government approvals so far.

"The Board of Directors has further extended the long stop date till February 24, 2020, subject to agreement on closing adjustments and other conditions precedent for closing, with each party retaining the right to terminate and withdraw the scheme," Bharti Infratel said in a BSE filing.

It also cautioned that "there can be no assurance that the merger can be completed within the extended time-frame" and added that the completion of merger is contingent upon receipt of requisite regulatory approvals and fulfilment of other conditions precedent.

"Further to our letter dated October 24, 2019, we wish to inform you that the requisite government approvals have not been received till date, and consequently, conditions precedent could not be completed within the extended timeline i.e. December 24, 2019," the company pointed out.

In October this year, Bharti Infratel had extended the deadline for merger by two months to December 24 as regulatory uncertainty loomed over the deal.

As on September 30, 2019, Bharti Infratel and Vodafone India hold 42 per cent stake each in Indus. Vodafone Idea holds 11.15 per cent stake in the mobile tower firm.

The merger of Indus Towers and Bharti Infratel announced in April last year aimed at creating the largest mobile tower operator in the world outside China with over 163,000 towers across 22 telecom service areas.

As per the plans, the combined company, which would fully own the respective businesses of Bharti Infratel and Indus Towers, would change its name to Indus Towers Ltd and will continue to be listed on Indian Stock Exchanges.

The company had also said the move would provide exit opportunity to shareholder operators of Indus. The timely completion of the tower deal was critical for the companies, particularly since it would allow Bharti and Vodafone Idea in offloading stake and raising funds.

Bharti Airtel and Vodafone Idea had reported a whopping combined loss of nearly Rs 74,000 crore in the September quarter after being hit by statutory liabilities arising from a Supreme Court ruling.

These dues arose after the Supreme Court in October this year upheld the government's position on including revenue from non-telecommunication businesses in calculating the annual adjusted gross revenue (AGR) of telecom companies, a share of which is paid as licence and spectrum fees to the exchequer.

Airtel posted a staggering Rs 23,045 crore net loss for the second quarter ended September 30, due to provisioning of Rs 28,450 crore in the aftermath of the SC ruling on statutory dues.

Vodafone Idea recorded losses of Rs 50,921 crore, marking the highest-ever quarterly loss by any corporate in India.

According to government data, statutory liabilities in the case of Bharti Airtel adds up to nearly Rs 35,586 crore, of which Rs 21,682 crore is licence fee and another Rs 13,904.01 crore is the SUC (spectrum usage charges) dues (excluding the dues of Telenor and Tata Teleservices).

In the case of Vodafone Idea, this number stands at a cumulative Rs 53,038 crore, including Rs 24,729 crore of SUC dues and Rs 28,309 crore in licence fee.

The Supreme Court had allowed three months to the affected telcos to cough up the amounts due to the government, and the telecom department subsequently shot off notices to players to pay their revenue share dues within the timelines stipulated by the apex court.

Both Airtel and Vodafone Idea have petitioned the government for relief in waiver of interest and penalty, which will halve the dues, and also filed a review petition in the Supreme Court.

Vodafone Idea chairman Kumar Mangalam Birla has already warned that the mobile service provider will shut down if the government does not provide relief on the liability it faces in past statutory dues following the Supreme Court order.



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