Wednesday 23 June 2021

Celcom-Digi Merger: What’s Next?

Axiata Group Bhd. and Norway’s Telenor ASA signed a definitive agreement to combine their Malaysian mobile operations in what is the biggest telecom transaction in the country.

Axiata will transfer its stake in Celcom Axiata Bhd. to Digi.com Bhd. for RM17.8 billion, according to a filing today. In return, it will get new shares and RM1.7 billion in cash from Digi, and close to RM300 million from Telenor. The merged entity will have a “pre-synergy equity value” of close to RM 50 billion (Bloomberg, June 21).

The proposed merger of Celcom Axiata Bhd and DiGi.Com Bhd is driven by demand for network capacity and benefits to be gained from the enlarged scale. Increasing demand for network coverage with the highest speed and the competition among service providers have pushed down the prices for the services. Axiata and Telenor will have an equal ownership of 33.1% each in the merged entity, Celcom Digi Bhd.


Source: The Star & KLIA2

Celcom Digi Bhd will have a proforma revenue of RM12.4 billion in financial year 2020, ushing its position to the top of the list compared to other telecommunications companies. Would the merger lead to a monopoly? A source close to Celcom told The Malaysian Reserve (April 14) that he does not think so. The difference in revenue between Celcom Digi and Telekom Malaysia Bhd (TM), which came in second, is only around RM2 billion. And there are at least five other strong players in the industry to ensure healthy competition.

M Shanmugam in his article Alternative Views: Celcom-Digi merger: A test of cultures stated that takeovers of companies usually produce better results than mergers. In takeovers, there is a clear leader who sets the pace of the merger between the acquirer and the target company, drives the operations of the merged entity, and shapes a single culture. Mergers of equals, especially between two strong companies, do not necessarily produce the desired results.

Both Celcom and Digi have their strengths and weakness. The ideal merger would be to take advantage of the strengths of both and minimise the weaknesses.

Digi, due to the technical and marketing strength of its major shareholder Telenor, is known for its innovation in marketing its products. Its marketing strength and product pricing have positioned it as a leader to serve the lower-income users. Digi has positioned itself well among college students and migrant workers, who are mainly prepaid customers.

As for Celcom, it has a steady pool of customers because of the strength of its network and reach. Compared to the other mobile operators, Celcom’s mobile network is more extensive and robust, and its consumers generally encounter fewer problems. Celcom’s network strength is also a reason why it is favoured by mobile virtual network operators (MVNOs).

In relation to an integration of the two mobile telco providers, there is an abundance of consultants who can facilitate the merger. But the actual integration to make this merger work needs to be executed by employees of both companies. Normally, this is the period when the work cultures of Celcom Axiata and Digi would be put to the test. An advantage is that both entities already share infrastructure.

And the gap in the culture of both companies is not that big, unlike in the case of Malaysia Airlines and AirAsia, M Shanmugam believes. The Malaysia Airlines-AirAsia proposed merger was doomed to fail right from the start because, apart from culture differences, both companies have been competing aggressively for market share in the domestic aviation sector. The years of competition have created an enormous amount of distrust between them.

In the case of Celcom-Digi, the distrust is less. Both companies compete in an environment that is dominated by the likes of Maxis in the area of mobile services, and Telekom Malaysia Bhd is in the broadband segment.

The experts are banking on the merged entity to be able to come up with products and services at competitive prices. For this to be achieved, the cultures of Celcom and Digi need to melt into one big pot. If, the process becomes too hot to handle, the merger will fail dismally. But usually one party is dominant even though it is a so-called merger of equals. Then that culture will become the new culture of the merged entity. Anything otherwise is wishful thinking!


Reference:

1.     Ahmad Naqib Idris, Axiata: Due diligence for Celcom-Digi merger completed, to sign definitive agreements ‘soon’, 15 June 2021, The Edge

2.     Aila Jalil, Celcom, Digi merge to gain financial power, 14 April 2021, The Malaysian Reserve

3.     M Shanmugam, Alternative Views: Celcom-Digi merger: A test of cultures, 19 April 2021, The Edge

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