Axiata strives to raise our shareholder value by striking a balance between
short-term profitability and long-term growth.
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | AXIATA GROUP BERHAD ("AXIATA" OR THE "COMPANY") PROPOSED MERGER OF THE TELCO OPERATIONS OF CELCOM AXIATA BERHAD ("CELCOM") AND DIGI.COM BERHAD ("DIGI") |
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On behalf of the Board of Directors of Axiata, Maybank Investment Bank Berhad wishes to announce that the Company has on 21 June 2021 entered into the following agreements for the Proposed Merger (as defined below): |
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| (i) | a conditional share purchase agreement with Digi (“SPA”), where subject to the terms and conditions of the SPA, 100% equity interest of Celcom held by Axiata shall be transferred to Digi for a total consideration of RM17,756,156,250 (“Combination Consideration”) and the Combination Consideration shall be settled by: | |
| (a) | the issuance by Digi of 3,883,129,144 new ordinary shares in Digi (“Digi Shares”) or such number of Digi Shares representing 33.10% of the enlarged issued share capital of Digi to Axiata on the closing of the SPA; | |
| (b) | the issuance by Digi of 73,378,844 new Digi Shares or such number of Digi Shares representing 0.63% of the enlarged issued share capital of Digi (“Relevant Digi Shares”) to Telenor Asia Pte Ltd (“Telenor Asia”) as nominee of Axiata on the closing of the SPA subject to, amongst others, the receipt by Axiata of a cash consideration of RM297,918,107 (“Relevant Digi Shares Cash Consideration”) for the purpose of the Proposed Equalisation (as defined below) in accordance with MTA (as defined below); and | |
| (c) | subject to adjustment as set out in the SPA, the payment by Digi of a cash consideration of RM1,692,733,818 to Axiata on the closing of the SPA, | |
| ("Proposed Celcom-Digi Combination"); and | ||
| (ii) | a master transaction agreement with Telenor Asia and Telenor ASA (“Telenor”), where amongst others, Telenor and Axiata agree to, and shall procure their respective affiliates to, co-operate with each other for the purpose of achieving the closing of the SPA, and subject to the terms of the SPA, Telenor Asia shall on the closing of the SPA (i) subscribe for the Relevant Digi Shares and (ii) pay Axiata the Relevant Digi Shares Cash Consideration on the closing of the SPA (“Proposed Equalisation”). | |
| (The Proposed Celcom-Digi Combination and Proposed Equalisation are collectively referred to as the “Proposed Merger”) | ||
| Please refer to the attachment for details on the Proposed Merger. | ||
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This announcement is dated 21 June 2021. |
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Please refer attachment below.
| Company Name | AXIATA GROUP BERHAD |
| Stock Name | AXIATA |
| Date Announced | 21 Jun 2021 |
| Category | General Announcement for PLC |
| Reference Number | GA1-21062021-00046 |
Attachments