In an announcement posted to Bursa Malaysia yesterday, Digi.com Berhad said that it has formally engaged with Malaysian Communications and Multimedia Commission (MCMC) to initiate the merger assessment process with Celcom Axiata Berhad.
The proposed merger will form Celcom Digi Berhad (MergeCo). Apart from MCMC, it will also subject to approval of the Securities Commission Malaysia and the shareholders of Axiata and Digi.
Announcement posted to Bursa Malaysia as below:
DIGI.COM BERHAD (“DIGI” OR “COMPANY”)
(I) PROPOSED MERGER OF CELCOM AXIATA BERHAD (“CELCOM”) AND DIGI (“PROPOSED MERGER”); AND
(II) PROPOSED EXEMPTION UNDER PARAGRAPH 4.08(1)(A) OF THE RULES ON TAKE OVERS, MERGERS AND COMPULSORY ACQUISITIONS (“RULES”) FOR AXIATA GROUP BERHAD (“AXIATA”) AND PERSONS ACTING IN CONCERT (“PAC”) WITH IT, FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER TO ACQUIRE THE REMAINING ORDINARY SHARES IN DIGI NOT ALREADY OWNED BY IT AND ITS PACs UPON COMPLETION OF THE PROPOSED MERGER (“PROPOSED EXEMPTION”)
(THE ABOVE ARE TO BE COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)
We refer to the announcements dated 8 April 2021 and 21 June 2021 in relation to the Proposals.
On behalf of the Board of Directors of Digi, CIMB Investment Bank Berhad wishes to announce that subsequent to the announcement on 21 June 2021, Digi has engaged with Malaysian Communications and Multimedia Commission (“MCMC”) to initiate the merger assessment process in accordance with MCMC’s Guidelines on Mergers and Acquisitions (the “Guidelines”). Digi wishes to inform that its subsidiary, Digi Telecommunications Sdn Bhd’s merger application has been formally received by MCMC for its assessment in accordance with the Guidelines.
The completion of the Proposed Merger will be amongst others, also subject to approval of the Securities Commission Malaysia and the shareholders of Axiata and Digi.
This announcement is dated 24 November 2021.
In April 2021, Axiata Group and Telenor Asia proposed the merger of Celcom Axiata and Digi in Malaysia. Celcom is a wholly owned subsidiary of Axiata Group Berhad while Telenor own 49% of Digi.
“As part of the merger transaction, Axiata will receive newly issued shares in Digi representing 33.1 percent post-transaction shareholding and cash equalisation amount of around RM2 billion, of which RM1.7 billion to come from Digi as new debt, balance of RM300 million from Telenor.”
Telenor and Axiata will have equal ownership estimated at 33.1 percent each. Axiata together with Malaysian institutional funds will own over 51% of the MergeCo.
Both Telcos have proposed the following key positions for Celcom Digi Berhad :
- Chairman – Dato’ Izzaddin Idris
- Vice Chairman – Jørgen C. Arentz Rostrup
- Chief Executive Officer – Idham Nawawi
- Deputy Chief Executive Officer – Albern Murty
Digi said it is expecting to complete the merger in the second half of 2022.