The Zain sale - what is going on?

Posted in: Beep Beep
Posted by: Tom Gara on September 13, 2009 3:29 PM

Tags: acquisition, telecom, zain


RS019-1124-DIFC.jpg
What's going on with the Zain acquisition? If Saad al-Barrak knows, he isn't telling anyone...(pic by Randi Sokoloff / The National)

The biggest ever foreign acquisition of a GCC company was announced last week, when a consortium led by India's Vavasi Group said it would buy a 46 per cent controlling stake in Zain.

But there are now so many questions surrounding the deal, and every party involved. So I thought I would put together a quick summary of everything that we know. It's a long post, but if you're interested, read on...

Who is selling?

Zain's management say they have no involvement in the stake sale. The sale is being led by the Kharafi Group, one of Kuwait's biggest family companies. Kharafi's official stake in Zain is about 10 per cent; analysts now think that through subsidiaries and related parties, it may control up to 25 per cent.

The Kuwait Investment Authority (KIA) owns about 25 per cent of Zain. It is not selling, according to Zain investor relations. Zain itself owns about 10 per cent, through treasury shares, which it is also not selling.

That means Kharafi, through a subsidiary named Al Khair, is now in the process of convincing the holders of the remaining shares to join the sale group. ""Al Khair group signed to provide 46 per cent and God willing we are able to get this percentage," an official said last week.

Nobody really seems to know who is and isn't part of the 46% group. Obviously if you are not part of the group, tough luck, because you will not be getting that premium price.

For how much?

The figure announced by Kharafi is 2 Kuwaiti dinars per share, which is a hefty 40 per cent premium over the average share price in the week leading to the deal. It's a great price for shareholders, a price so high that it left many analysts scratching their heads wondering who is willing to pay it.

But the buying consortium has said this price is by no means final. And Zain shares have never got close to this price following the announcement, and are now in freefall, down more than 20 per cent since the beginning of last week.

Who is buying?

The only guaranteed member of the consortium so far is India's Vavasi Group. And as reported in The National this weekend, it looks unlikely that Vavasi can pull off a deal of this size without some very significant supporters.

At the press conference announcing the deal, Vavasi said it would be joined by Syed al-Bukhary, a Malaysian billionaire, and two Indian government-owned telcos, MTNL and BSNL.

Since then, both MTNL and BSNL have said they are not yet part of the deal - although they are evaluating it. India's ambassador to Kuwait was reported in the Kuwaiti media today as saying the companies were doing due dilligence - although that could mean a lot of things.

Being state-owned, both companies will need political clearance take part in the deal - and that could get very tricky. There is a considerable populist edge to Indian politics, particularly when it comes to state owned companies - and the notion of profits earned by the government being directed into an expensive Gulf acquisition could prove troublesome.

Syed al-Bukhary and his representatives have said nothing since the announcement. Talking to people in the know in Malaysia, here's what I have heard: while his clout was at its most powerful during the days of Prime Minister Mahartir, with whom he was closely associated, he remains a well connected man capable of getting big things done.

One of his crown jewel assets is the Johor Port, which has established itself as a genuine competitor to its neighbouring port in Singapore. He is also said to be well connected in the Hadhrami community, which is spread across Yemen, Saudi Arabia and Oman. Much of the large, influential population of Arab descent in Singapore and Malaysia are of Hadhrami origin, including Mr Bukhary's family.

Those connections came through most powerfully when his main corporate vehicle, MMC, was chosen to partner with the Saudi Binladin Group (also owned by a family of Hadhrami origin) to master develop the $30 billion Jazan City megaproject in Saudi Arabia.

Right now, Syed al-Bukhary really is the man holding this whole acquisition consortium together - Vavasi really have no track record, backers or cash, and BSNL and MTNL cannot be seen as foundation investors.

What does this mean for Zain?

Zain's management have said nothing since the deal was announced, and seem to be taking a very wait-and-see approach to it all. This is basically a hostile takeover, with no management support or involvement.

Vavasi have said they would keep the management team intact, and keep the company moving in the same direction. But for a man like Saad al-Barrak, you have to wonder whether he will want to stay on in the top spot if this deal goes through. This must have been a pretty unpleasant experience, watching ownership of the company change hands without having a role in the whole process.

It is hard not to conclude that this deal, even if it does not happen, will put a real dent in Zain's ability to get a premium price for the sale of its African assets. Minority shareholders have silently assembled a majority coalition and sold the company to an unknown investor, all the while with no stock market disclosure and no management involvement. Potential asset buyers will likely tred carefully when discussing a deal with Mr al Barrak in the future.


4 Comments

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My theory (only a theory):

The group has probably leveraged their holdings in Zain and the banks are knocking on the door to redeem the collateral. In order to stall the banks we are repeatedly hearing of potential buyers at KD 2 keeping the banks at bay.

Now Obviously no one in their right mind is going to pay a 40% premium for a 10% stake, therefore they have gathered investors who hold anywhere between 1-3% in hopes of receiving a potential buyer or to make the stake sale at KD 2 more believable to the banks.

Let's wait and see.

I am an employee of Zain Ghana and know other colleagues are very much dissatisfied with the state they are being put. Little information is communicated regarding this sale and ''we do not know whether we are going or coming''

I must say i'm extremely disappointed with the management team in Bahrain for the lack of transparency and information flow regarding this sale. No one trusts them now most especially after denying staff a pay raise for 2 consecutive years and retrencing close to 100 workers

I beleive the article and some of the comments of the readers outlise exactly the mind set of the execs of ZAIN... that have been operating full "carte blanche" on the operator.. allowing conflict of interest actions and interested and risky decisions. The sale comes as no surprise for those who have been in the company and seen how incompetent some of the people are and how some of the shareholders are frustrated with the lack of dilligence and nonchalence with which ZAIN has run their investment... Best e.g In Saudi...

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