Kuwait Capital Markets Authority (CMA) has given Qatar Telecom (Qtel) approval to acquire the remaining National Mobile Telecommunications Company (or Wataniya Telecom) shares at Kuwaiti Dinar KWD 2.600 per share.
According to a statement issued by Qtel, published today on the Qatar Exchange website, Qtel is offering QR 8.1 Billion approximately (KWD 622.4 Million, US $2.2 Billion) to buy the remaining 47.5% stake in Wataniya.
Qtel owns 52.5% shares of Wataniya. The Qatari telecom operator will pay QR 33.48 (approx) per share plus premium to Wataniya’s last traded price through a tender offer open to shareholders.
The Offer Price represents the following premium(s): 25.6% premium to the estimated volume weighted average closing price (VWAP) of KWD 2.070 for each Wataniya share for the two weeks ended June 21, 2012; 20.8% premium to the estimated VWAP of KWD 2.151 for each Wataniya share for the six month period ended June 21, 2012; 25.7% premium to the VWAP of KWD 2.069 for each Wataniya share for the 12 month period ended June 21, 2012; 22.6% premium to the closing price of KWD 2.120 for each Wataniya share on June 21, 2012 being the last trading day prior to submitting the Offer Document to the CMA.
Commenting on the Offer, Qtel Group Chairman HE Sheikh Abdullah bin Mohammed bin Saud Al Thani, Chairman of the Qtel Group said, “Wataniya Telecom has enjoyed significant growth over the last few years. However, in line with the increasing maturity of the markets in which it operates, the company’s investment profile is changing. Increased competition and pressures on the industry from new entrants as well as incumbents will most likely erode value over time and require increasingly dynamic responses.
“Qtel requires a simplified governance structure to enable it to manage the Wataniya Telecom businesses more efficiently and effectively to protect shareholder value. We are grateful for the steadfast support of Wataniya Telecoms shareholders to date and believe this cash offer provides shareholders with an attractive option to capitalize on their investments at a fair price.”
Qtel Group CEO Dr. Nasser Marafih said, “Wataniya Telecom is about to embark on a major network investment program in its four main markets, which will increase leverage and reduce free cash flow for the next 3-4 years. Our recent acquisition of a 3G and fixed license in Tunisiana will require significant investments in building new networks.
“We will also have to make substantial investments in data networks in Kuwait and Algeria. Our offer to the existing shareholders of Wataniya Telecom is in line with our global strategy to simplify group structure and governance and maximise our subsidiaries’ growth potential, efficiency and overall operational effectiveness.”
An offer document has been sent to Wataniya Telecom to allow its Board to review the Offer and provide a recommendation to shareholders as required by the Capital Markets Law and its Executive Regulation.
All documents pertaining to the proposed transaction are available for review on the websites of Qtel at www.qtel.qa and Wataniya Telecom at www.wataniya.com from the date of publication of the Offer Document until the end of the Offer Period, Qtel said.