  Vivendi has formally granted Etisalat a period of exclusivity for the acquisition of Vivendi’s 53% Stake in Itissalat Al Maghrib (“Maroc Telecom”) until September 25th 2013.
Etisalat’s binding offer values each Maroc Telecom share at MAD 92.6, amounting to a consideration for Vivendi’s 53% stake in Maroc Telecom of Euro 3.9 billion (equivalent to AED 18.8 billion). The closing share price of Maroc Telecom (Exchange Ticker: IAM) was MAD 99.55 per share at the Casablanca Stock Exchange on July 22nd 2013.
The above consideration does not include the dividend received by Vivendi from Maroc Telecom in respect of the 2012 financial year, equivalent to MAD 7.40 per share, which will also be for the benefit of Etisalat. At closing, Etisalat will pay Vivendi the cash value of such 2012 dividend of Euro 0.3 billion (equivalent to AED 1.5 billion).
Vivendi’s response to Etisalat’s binding offer will follow consultation with its Works Councils. If Vivendi accepts the offer, the transaction remains subject to a number of conditions including, among others, the execution of a shareholders’ agreement with the Kingdom of Morocco and securing competition and regulatory approvals in the Kingdom of Morocco and certain other jurisdictions in Maroc Telecom’s footprint.
Moroccan capital markets regulations will require Etisalat to make a mandatory tender offer to the remaining shareholders in Maroc Telecom, which may result in Etisalat further increasing its shareholding. The outstanding free float represents approximately 17% of total number of shares.
Etisalat is planning to finance the transaction through external borrowings and has already secured a commitment to provide the requisite funds from a syndicate of local and international banks. Etisalat’s Extraordinary General Assembly Meeting that was held on May 28th 2013 approved the Board’s recommendation to raise external funding in excess of the Corporation’s capital, as per Etisalat’s Articles of Association.
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