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AZB & Partners advises Bharti Airtel(BAL) and Bharti Infratel(BIL)

AZB & Partners advises Bharti Airtel(BAL) and Bharti Infratel(BIL)

Firm advised in the acquisition of Indus Tower Limited by BIL. Post the acquisition, Bharti Group and Vodafone Group will have joint control over BIL. Currently, ITL is jointly owned by BIL (42%), Vodafone India Limited (“VIL”) (42%), Aditya Birla Telecom Limited (“ABTL”) (a wholly owned subsidiary of Idea) (11.15%) and P5 Asia Holding Investments (Mauritius) Limited (“PEP”) (4.85%). combined entity will fully own the respective businesses of BIL and ITL and will change its name to Indus Towers Ltd. VIL will acquire 783.1 million new shares in the combined entity, in exchange for its 42% shareholding in ITL. ABTL has the option to either sell its 11.15% shareholding in ITL for a cash consideration of INR 65 Billion prior to completion of the merger or receive new shares in the combined company based on the merger ratio. If ABTL decides to sell, it will use the proceeds for the benefit of the entity resulting from the merger of VIL, its wholly owned subsidiary Vodafone Mobile Services Limited, and Idea who have agreed to combine their mobile telecommunications businesses in India. PEP has the option to elect to receive cash or shares for 3.35% of its 4.85% shareholding in ITL, and the balance will be exchanged for shares.If ABTL decides to sell out and PEP decides to part sell, the new entity will be owned by BAL (37.2%), VIL (29.4%), PEP (1.1%) and other public shareholders (remaining 32.3%). If ABTL and PEP decide to stay in the company, they will get 7.1% and 3.1% shareholding, respectively. The stakes of others will be diluted proportionately to BAL (33.8%), VIL (26.7%) and other public shareholders (29.3%).

Team involved Partners Gautam Saha, Sachin Mehta, Amrita Patnaik, Ajay Bahl, Gautam Saha and Ravi Prakash, Abhinav Ashwin, Samir Gandhi; Counsel Bharat Apte; Senior Associates Punita Gupta, Aditi Gopalakrishnan & Akshat Kulshrestha.

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