Nigeria dispute unlikely to thwart Bharti-Zain deal
A dispute between Zain Nigeria and South Africa-based Econet Wireless Holdings -- a minority shareholder -- had been a complication in Indian group Bharti's third effort to get its hands on a meaningful business in Africa.
But a team of bankers from UBS, which is advising Zain, visited Nigeria with Bharti Chairman Sunil Mittal last week, sources familiar with the situation said.
They indicated the two parties had worked their way around the problem, though they did not say how.
"The Nigeria situation didn't come as a surprise to anyone and won't derail the deal. We are hopeful that an agreement can be reached by March 25," one person familiar with the deal said, referring to the date on which exclusivity expires.
Bharti, which failed twice before to acquire the continent's biggest mobile operator MTN, does not want to do the deal with Zain without the Nigerian unit -- roughly a third of Zain's African business -- one of the sources said.
Bharti, 32-percent owned by Singapore Telecommunications, regards the Nigeria dispute as a "seller's issue," according to people familiar with its thinking, and Mittal has played down any concerns over the conflict.
Bharti also came closer to lining up financing this week, sending a term sheet to a shortlist of banks to raise $8.5 billion in offshore loans, sources said.
The two sides are still working toward the deadline, the sources said, and both have plenty of incentive to complete a deal, including a $150-million breakup fee on either side.
Bharti is desperate to succeed in its third push into the fast-growing African market, while Zain -- a Kuwaiti group -- is keen to lock in what many regard as a high price.
RIGHTS BREACHED?
Econet -- the firm at the center of a dispute with Zain -- has not had any contact to resolve the dispute despite the looming takeover, sources told Reuters on Tuesday.
"We've had no contact from Zain in trying to resolve this out of court," one person familiar with Econet said, adding that the group was not looking for a financial settlement.
"We're a mobile operator and want to be present in an important market," the person said.
Econet, which owns 5 percent of Zain's Nigerian assets, is seeking to overturn a 2006 deal by Zain -- then called Celtel -- in which it bought a majority stake in Nigerian mobile operator called Vee Networks Limited, now Zain Nigeria.
The South African group was a founding shareholder of Vee Networks and said that its right of first refusal was breached when its Nigerian partners sold the shares to Zain.
Zain is selling the 65 percent it owns in the Nigerian operations to Bharti Airtel, and the Indian group will leave existing minorities in tact.
Broad Communications Ltd, another minority shareholder in the Nigerian unit, has welcomed the divestment because it thinks Zain has done a poor job in running the company.
The sources did not say what solution Zain and Bharti had found, though one source ruled out that Zain would offer the Indian group indemnity. An out-of-court settlement is one other option sometimes mooted by deal observers.
Nigeria's legal system is notorious for delays in dispensing judgment and it could be very expensive to prosecute a case from start to finish.
Bharti declined to comment.
ANY OTHER BIDDERS?
Other pitfalls would be any nasty surprises unearthed in Bharti's due diligence process. A better bid for Zain's operations in 15 African countries could emerge if a deal is not sewn up while talks remain exclusive.
The prospect of a higher bid for the Africa assets can't be ruled out, but any such offer would need to be sufficiently rich to cover Zain's breakup fee as well as renewed execution risk after Bharti and Zain have come this far.
"It is not unthinkable but unlikely that there will be a rival bid," said Emeka Obiodu at research firm Ovum.
Last year, Zain rejected an offer from France's Vivendi for its Africa assets. China Mobile, the world's largest cellular carrier, has the cash but not necessarily the marketing and operational expertise to thrive in fiercely competitive and high-risk overseas markets.
Tue Mar 16, 2010 11:27am EDT reuters
الاخبار كلها تبشر بالخير نحو اتمام الصفقة بدون اى مشاكل ..
ألف مبروك .....................................