Telenor : Axiata and Telenor sign agreement for the proposed merger of Celcom and Digi

Axiata Group Berhad and Telenor Group announced they have successfully concluded
the due-diligence exercise and signed an agreement on the proposed merger of the
Malaysian mobile operations, Celcom Axiata Berhad and Digi. 
Following the 8 April 2021 announcement that Axiata and Telenor were in advanced
discussions on the proposed merger, the signing today signifies a confirmation
of the intent to establish a commercially stronger and more resilient digital
converged service provider, and leading Malaysian telecom operator positioned to
drive Malaysia's digital ambitions.
The merged entity will see the combination of the scale, experience,
competencies and financial strength of both global telecom Groups. The
integration planning phase will include further work on synergies and business
plan. Initial estimates indicate a potential value accretion through cost and
capex synergies of net present value of around USD 2 billion.
Axiata and Telenor will be equal partners with 33.1 percent ownership stake each
in the merged entity, which will assume Digi's listing on Bursa Malaysia. At
completion, the merger of Celcom and Digi will result in Axiata receiving newly
issued shares in Digi representing 33.1% of the enlarged issued share capital of
Digi, cash consideration of app USD 470 million of which USD 400 million will
come from Digi as debt in the merged entity and approximately USD 70 million
from Telenor as part of an ownership equalisation under the terms of the merger.


Completion of the transaction will be subject to the approval of both Axiata and
Digi shareholders, regulatory approvals and other customary terms and
conditions. Barring unforeseen circumstances, the Proposed Merger is expected to
be completed by the second quarter of 2022.

Investor Relations Contacts:

Øystein Myrvold, mobile: [phone], [e-mail]
Håkon Hatlevik, mobile [phone], [e-mail]
Kristine Devold, mobile [phone], [e-mail]

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