
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.
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...