GROUP MEMBERS

1. Priya Bodke :- SYMS68

2. Aditi Gound :- SYMS76
3. Sadhna Koli :- SYMS84
4. Shruti More :- SYMS92
5. Yogita Rajboj :- SYMS105
6. Aishwarya Surve :- SYMS126
7. Cyvita Veigas :- SYMS131
 OVERVIEW
 PROLOGUE
 DETAILS OF THE DEAL
 COMMERCIAL CONSIDERATIONS
 LEGAL & REGULATORY CONSIDERATIONS
 TAX CONSIDERATIONS
 TIMELINE OF THE MERGER
 EPILOGUE
 VODAFONE
• Type- public limited company
• Industry - Telecommunications
• FOUNDED-16 September 1991
• Headquarter- London
• AREA Served- Worldwide
• Revenue - €46.571billion
•8
• The largest company
 IDEA
• Established – 1995
• 2000 merged with TATA cellular limited
• 2002- Birla TATA AT. and T limited. And launched the ‘Idea’ brand
name and name it idea cellular limited.
• 2007- Idea Telecommunications Limited.
• 2010- 3rd largest mobile operator in India.
• 2014-3rd largest mobile operator in term of
subscribers
 PROLOGUE
. Merger completed on 31st August 2018
. And named as Vodafone idea Ltd.
. It created the largest telecom company in India by subscriber
and revenue
. Headquarters – Mumbai, Maharashtra
. Vision- is to create world class digital experience to connect
and inspire every Indian to build a better tomorrow.
. In 2018-35.61% market share. With 418.745million
subscribers.
. Kumar Mangalam Birla- chairman
. Balesh sharma- CEO.
 GLOSSARY OF TERMS
• VMSL- Vodafone Mobile Service Limited
• VIL- Vodafone India Limited
• ICSL- Idea Cellular Service Limited
• ITL- International Trade Links
• IMCSL- Idea Mobile Commerce Service Limited
• CCI- Competition Commission Of India
• SEBI- Securities And Exchange Board Of India
• BSE- Bombay Stock Exchange
• NSE- National Stock Exchange
• NCLT- National Company Law Tribunal
 DETAILS OF THE DEAL
 On August 31st 2018, Vodafone India merged with Idea Cellular and
was renamed as Vodafone Idea.
 By joining nearly 40 crore customers, 35% market share and 41%
revenue market shares
 The companies agreed to merge their operations with a swap ratio
of 1:1
 Assessment suggests that Vodafone is worth Rs 82,800 crores and
Idea is valued at Rs 72,200 crores.
DEAL SNAPSHOT
DEAL SNAPSHOT
DEAL STRUCTURE
 COMMERCIAL
CONSIDERATION
TROUBLE FACE BY IDEA VODAFONE

MERGER IN MARKET

 Market Share

 Service quality issue

 Revenue
WHY TRANSACTION STRUCTURE IS MERGER ?

The merger of the two telecom operators has created India's

biggest telecom service provider, Vodafone Idea Limited, having
a base of over 408 million subscribers

Improved infrastructure to provide superior service

Improve traffic

The merger of the two telecom operators has created India's

biggest telecom service provider, Vodafone Idea Limited
 Legal and Regulatory Aspects
• CCI Clearance
1. Under the plan submitted to Indian regulators, Vodafone will initially
hold a 50% stake in the combined entity
2. The Aditya Birla Group and public shareholders will hold 21.1% and
28.9%, respectively.
3. Vodafone will then divest a 4.9% stake to the Aditya Birla Group, which
would increase the latter’s stake from 21.1% to 26%, thus crossing the
threshold for an open offer.
4. Sector experts welcomed the CCI clearance as a positive development
for the ongoing Vodafone-Idea merger process.
SEBI’S APPROVAL AND STOCK EXCHANGE

• SEBI’S APPROVAL
1. Idea Cellular and Vodafone India merger gets ‘no-
objection’ letters from BSE and NSE
2. SEBI probing transactions at Idea Cellular that are said to
be in violation of securities law
3. SEBI also said acquisition is exempt from making an open
offer, as long as approved by the National Company Law
Tribunal
 STOCK EXCHANGE
1. Vodafone India and Idea Cellular announced the merger of their
operations to create the country's largest mobile phone operator
worth more than $23 billion with a 35 percent market share.
2. Aditya Birla group, Idea’s parent company, will hold 26 percent after
paying Rs 3,874 crore for a 4.9 percent stake. The remaining 28.9
percent will be held by other shareholders.
3. BSE and NSE said they reserve rights to raise objections at any stage
if the information submitted to them is found to be incomplete,
incorrect, misleading, false or for any contravention of rules and
regulations.
 Tax considerations
 Department of Telecommunications (DoT)
demanded a payment of Rs 3976 crores as OTSC in
cash and Rs 3342 crores joint bank guarantee.
 Vodafone appealed for recalculation but got denied
 Vodafone paid a sum total of Rs 7268.72 crores to
the DoT ‘under protest’.
 The companies have deposited a bank guarantee of
Rs 33.22 billion for one-time spectrum charges and
Rs 39.26 billion cash for spectrum liberalization/
TIMELINE OF THE MERGER
MARCH 2017 :- Announcement of merger

AUGUST 2017:-
• Received letter of ‘no objection’ from BSE and NSE
• Filed applications before NCLT for approval of merger

OCTOBER 2017:- Received shareholders & creditors approval

through NCLT convened meetings

NOVEMBER 2017:- The Board of Idea approved the sale of equity shares of
ICISL held by Idea (INR 4000 Cr) and the Board of Vodafone approved the sale
of standalone towers (INR 3850 Cr) to ATC

JANUARY 2018:-
NCLT approved scheme for merger
Application made to DIPP for 100% FDI in Idea
APRIL 2018:- DoT demands payment of dues

JUNE 2018:- The companies challenges the amount asked by DoT

JULY 2018:-
They pay Rs 72 billion to the Government in protest
DoT gives final approval for the merger

AUGUST 2018:-
NCLT gave the final nod for the merger
SEBI gives the final approval for the merger

31ST AUGUST 2018:- The Merger was complete.

 EPILOGUE
• Expansion of business for greater value to the shareholders;
• Synergies in operational processes;
• Rationalization of network structure;
• Optimization of resources;
• Reduction of maintenance expenses;
• Availability of combined resources;
• Delivery of high quality service to customers thus strengthening customer
base;
• High spectrum availability;
• Sustained investment accelerating PAN-India expansion;
• Streamlining nation-wide information technology system.
THANKYOU