Axiata has announced
a strategic merger of Hello Axiata and Latelz company Ltd, where the enlarged
merged entity will become the second largest (in terms of subscriber market
share) telco operator in Cambodia with a cash consideration of USD155m. The
proposed merger is expected to be completed in 1QCY13 and Axiata will hold a
90% stake in the combined entity. We welcome the proposed merger as the group
will benefit from the cost saving synergies in the immediate term. There is no
change to our Axiata’s FY12 earnings forecast, but we have raised our FY13 and
FY14 net profit estimates by 1.2% and 1.5%, respectively, after tweaking our EBITDA
margin assumption marginally. Thus, our Axiata’s TP has been raised to RM6.53
(from RM6.50 previously) based on an unchanged targeted FY13 EV/forward EBITDA
of 8.0x (+2.0 SD). We maintain our MARKET PERFORM rating on Axiata.
In-country
consolidation in Cambodia. Axiata
has announced a strategic merger between its wholly-owned subsidiary, Hello
Axiata (“Hello”) and Latelz Company Ltd (“Latelz”), which operates under its
main Smart Mobile (“Smart”) brand name. The cash consideration for the merger
will be around USD155m, subject to adjustments for the actual net debt and working
capital positions as of the date of completion. Axiata will hold a 90% stake in
the combined entity upon completion in 1QCY13.
Establishing a strong
market leadership position. Combodia’s mobile subscribers stood at 16.7m
(or a 111% penetration rate) in 1HCY12. The proposed merger will lead to the
enlarged Hello entity to strengthen its subscriber market share to 25% vs. 13%
before and make it the second largest player after Metfone (35% market share).
We understand that Axiata has the intention to raise its subscriber market
share beyond the 30% range in the next 2-3 years.
Synergies are more
focused on costs rather than revenue. The merger will provide the merged
entity with improved economies of scale in its cost structure and network
coverage and infrastructure within a rising revenue environment as well.
Post-merger, we understand that the merged entity is eyeing for more than a 30%
revenue market share in the next 2-3 years from around 20+% currently.
An earnings accretion
deal but… Based on the pro-forma consolidation account, the enlarged Hello
entity is expected to record earnings of USD45.1m in 1HFY12 (vs. USD68.3m in
FY11) with a significantly improved EBITDA margin of 16.2% as compared to 2.1%
in FY11. Its bottom line, however, will still be at a loss of USD4m (vs. USD32m
loss in FY11).
…at a premium price.
Axiata indicated that the valuation methodology for the proposed merger was
based on a targeted 10x EV/EBITDA, where management has valued Latelz’s EV at
USD180m. This implied a 8.6x EBITDA
multiple based on the proposed USD155m cash offer, or at a 21.6% premium as
compared to the Asia Pacific Emerging market’s telecommunication sector M&A
average of a EBITDA multiplier of 7.1x in the past 12 months. Despite the
premium paid, Axiata is of the view that the deal was fair judging from the
current Latelz’s EBITDA run rate. We understand that management is targeting
Latelz’s EBITDA margin to improve to beyond the 30% range in the next 2-3
years.
Financial impact to
Axiata. While the proposed merger is not expected to have any financial
impact in FY12, Axiata expects its PATMI to improve by 1%-2% in FY13 as a
result of cost savings synergies from the merger.
Source: Kenanga
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