39 VIKAS RAJPUT40 HITESH RAJVANSHI

MISSION OF THE COMPANY

“ We at Airtel always think in fresh and innovative ways about the needs of our customers and how we want them to feel. We deliver what we promise and go out of our way to delight the customer with a little bit more”

MANTRA Focus on Core Competencies and Outsource the rest!

Largest Telecom Player in India - ~80Mn, 22.6% Market Leader Strong Leadership – Sunil Bharti Mittal Recognized Globally Pan India Presence Strong Financials Focus on Core Activities – Outsource the rest Strong Brand Image – Marketing Team Strong New Business Development team

Founded in 1994, MTN operates in 21 countries. The bulk of its subscribers are in South Africa, Nigeria, Iran,

Ghana, Syria, Cameroon, and Uganda. tries in Africa and the Middle East.

It is Africa's largest mobile phone operator by subscribers. MTN, controlled by the Lebanon-based Mikati family and a trust

representing senior management and employees.

Largest Telecom Player in South Africa Strong Financials Focus on Core Activities – Outsource the rest Strong Brand Image – Marketing Team Strong New Business Development team Financial performance and continued investments Client relationship management Focus on R&D and innovation to create new services

SUNIL BHARTI MITTAL – CEO & M.D

BHARTI AIRTEL, ASIA’S LEADING INTEGRATED TELECOM SERVICES PROVIDER HAS 100 MILLION CUSTOMERS IN INDIA AND SRI LANKA VALUED AT $34 BILLION.

PHUTHUMA NHLEKO – CEO

MTN, PRESENT IN AFRICA’S KEY MARKETS, SUCH AS NIGERIA, CAMEROON, GHANA, ZAMBIA AND UGANDA ALSO HAS ABOUT 100 MILLION SUBSCRIBERS VALUED AT $ 27 BILLION.

THE PROPOSED $23-BILLION MEGA DEAL BETWEEN BHARTI AIRTEL AND SOUTH AFRICA’S MTN WOULD BE WORLD’S BIGGEST DEAL.

INDIA’S BIGGEST CROASS BORDER DEAL ALMOST TWICE THE SIZE OF TATA STEEL’S $13 BILLION BUY OF CORUS IN 2006.

MTN TO TAKE 25 % STAKE IN BHARTI FOR $2.9 BILLION PLUS NEW SHARES EQUAL TO ABOUT 25 % OF THE CURRENT SHARES ON ISSUE. MTN SHAREHOLDERS TO TAKE ANOTHER 11 % OF BHARTI.

BHARTI TO BUY ABOUT 36 % OF MTN SHARES AT $10.44 EACH, PLUS HALF THE NEWLY ISSUED BHARTI GLOBAL DEPOSITARY RECEIPTS FOR EACH MTN SHARE.

THAT AND THE SHARES MTN ISSUES FOR ITS STAKE IN BHARTI WOULD TAKE THE INDIAN FIRM’S HOLDING TO 49 % OF MTN’S ENLARGED CAPITAL. BHARTI WOULD BE ABLE TO FULLY CONSOLIDATE MTN’S ACCOUNTS, AND MTN GETS REPRESENTATION ON THE BHARTI BOARD.

IN TERMS OF SUBSCRIBERS, CURRENTLY THE TOP FIVE MOBILE FIRMS AS IN

MARCH ARE AS FOLLOWS:

(1) CHINA MOBILE : 477 MILLION SUBSCRIBERS

(2) VODAPHONE : 303 MILLION SUBSCRIBERS

(3) TELEFONICA SA : 198 MILLION SUBSCRIBERS

(4) AMERICA MOVIL : 187 MILLION SUBSCRIBERS

(5) TELENOR : 166 MILLION SUBSCRIBERS

BHARTI AIRTEL : 100 MILLION SUBSCRIBERS

MTN : 100 MILLION SUBSCRIBERS

IF THIS DEAL GET SUCCESSFUL THEN THEY GOT 200 MN SUBSCRIBERS.

SO THAT THEY WILL GET THIRD RANK IN ALL OVER THE WORLD.

Both Firms Exposure To New Markets Ripe For Growth

Full Cost Savings

Allow for Technology Sharing

Provide The Financial Muscle For More Expansion

Bigger Market Exposure

Access To Innovative Products

Better Buying Power,

ADVISING BANK : Standard Chartered is advising Bharti while Bank of America Merrill Lynch and Deutsche Bank are advising MTN.

STAKE PERCENTAGE : Airtel could buy 49 percent of MTN while The South African firm and its shareholders will pick up 25 %and 11 % stake

respectively in the Indian company.

DEBT: IF IT IS SUCCESSFUL Bharti may raise about $3 billion to $4 billion in

debt, as it does not plan a rights issue of shares to fund the deal. Bharti had $629 million in net debt at the end of March, representing a

net debt to EBITDA of 0.25, making it easier for the firm to take on more debt.

Currently, SingTel, Southeast Asia's top phone firm, owns about 31 percent in Bharti Airtel but post the potential transaction, SingTel's stake "would be contingent upon the ultimate mix of cash and shares," Bharti said in a statement, adding that SingTel would remain a strategic partner and significant shareholder after any deal.  

Last year when Bharti and MTN were first in talks, SingTel had said it would support Bharti financially in any merger and acquisition activity.

Just over a third of India's 1.1 billion population have a cell phone, while MTN operates in virtually untapped markets such as Afghanistan and Sudan, as well as in Africa, where some analysts believe users could almost double to 700 million by 2013.

Earlier, there was a ceiling of 74 percent FDI in telecom and with 40 percent FDI already existing in Airtel, a merger would have meant breaching the 74 percent mark. However, the new FDI policy allows foreign equity of up to 99 percent through the indirect route. As a result, a 36 percent "economic interest" (or the sum of direct and indirect equity holding in a company) in MTN's favor can be easily accommodated.

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