The Vodafone-Idea Cellular merger has finally been formally announced with details of the proposed transaction. In simple terms, Vodafone's entire India business (including it's Mobile operations, recently acquired You Telecom, it's WiFi JV Firefly, M-pesa India business, etc., excluding only it's 42% stake in Indus Towers) will be merged with the listed Idea Cellular Ltd. Idea Cellular's Equity Capital will double from current level of about Rs.3600 crores, as equal number to the existing shares, will be issued to Vodafone, making the latter 50% owner of the Listed Company. Obviously the shareholding of all Idea Cellular's existing shareholders will get diluted by half due to this transaction. Aditya Birla Group's (AB Group) shareholding will drop to about 21.1%. AB Group will pay Rs.3874 crores to Vodafone to acquire 4.9% of the merged entity (let's call it Voda-Idea for the time being), to bring it's own shareholding to 26%. This transaction values Voda-Idea at about Rs.79,000 crores or about Rs.110 per share. This transaction will also give AB Group a Call Option to acquire another 9.5% stake in Voda-Idea at Rs.130 per share, within 4 years of the merger deal closure. If AB Group does exercise this Call Option, it's stake in Voda-Idea will be equal to that of Vodafone. And if it does not exercise the Call Option, even then Vodafone will not be able to enjoy the Voting Rights on the excess stake and the latter will have to divest the excess stake over the following 5 years, i.e. between the end of 4 years and end of 9 years from the merger deal closure. My guess is that AB Group will certainly shell out the money and buy the 9.5% stake from Vodafone well within the 4 years timeframe.
Everyone here knows that this merger will make Voda-Idea the largest Telecom Company in India surpassing Airtel's numbers by a significant margin. Be it in terms of Revenues or Subscriber base or EBITDA or even Profits, Voda-Idea is expected to be ahead of the current No.1 Telecom Company. I won't talk precise numbers here as they keep changing every month and in the current super-competitive transformative environment, the numbers will definitely change dramatically even in the short term. I would rather focus my article on highlighting the points that haven't been highlighted in other reports/articles.
The last 6 months have been rather grueling for the entire India Telecom Sector. The Free Voice Calling & 4G Internet service offered by Reliance Jio since September of last year, has suddenly shifted a substantial portion of network usage from all other operators to the new comer. Even though all the existing operators tried hard to retain usage from it's existing customer base by aggressively slashing prices, not one must have been left unscathed by the Reliance Jio onslaught over the last 6-7 months. But the rapid usage shifting momentum is now coming to an end by this month-end. From 1st of April'2017, the fight will be fought based on aggressive tariffs and coupled with superiority of network coverage, especially that of 3G/4G networks. Reliance Jio has already announced it's aggressive tariffs and it's intent to more than exceed the packages offered by any of the existing operators from time-to-time. Even on the coverage front, Reliance Jio's 4G-only network already is way ahead of 3G/4G coverage of all the existing operators and is infact trying to match the 2G network coverage of all existing operators across the country, by the end of this year. This is where the existing operators are going to face the biggest threat. For the initial couple of years, the migration from existing operators to Jio will be more of an Urban phenomenon, where people have started upgrading their handsets to 4G with VoLTE devices. But once Reliance Jio's network reaches most of the villages across India, the operator will definitely look to entice the population there with some attractively priced 4G with VoLTE devices and cheaper & superior Voice & Data services. This could happen once Reliance Jio growth momentum from Urban areas slows down substantially and it has excess capacity to cater to more traffic.
Until now, it was Bharti Airtel who was expected to be the strongest competitor to Reliance Jio, as it held 3G as well as 4G spectrum across all 22 circles and also had the strongest balance sheet to invest in further Capex for network roll outs. Individually both Vodafone & Idea too had the capability to offer either 3G or 4G service across all 22 circles or nearly all circles. Each of these three operators, i.e. Bharti Airtel, Vodafone and Idea, have their own 2G network across the country with about 95% or more population coverage, something like what we call Blanket Coverage. But their 3G or 4G coverages are rather patchy as the initial rollout is designed to cover areas of higher population density, i.e. areas of high usage. But it does leave several areas even within large cities without proper network signal. This is where Voda-Idea will have a tremendous advantage over Bharti Airtel. There will be thousands of cities & towns across India, where both Idea as well as Vodafone will have 3G and/or 4G network present. In all such locations, they can combine the spectrum frequencies together and beam the signal from single set of equipment, instead of having 2 sets of equipment doing the same job in the same area. The freed up equipment could be re-located to other areas in a way to be able to offer Blanket Coverage of 3G/4G signal to residents of all those cities & towns. This exercise alone could boost capacity as well as coverage substantially for Voda-Idea's 3G/4G networks before they have a need to start buying new equipment. Apart from doing the Equipment-Relocation exercise (which could also bring down their Recurring Operating Costs for Voda-Idea by a significant 10% or more), they will need to further extend their 3G/4G networks to even cover all the major highways and also all rural areas where they already have their 2G network present. With large spectrum resource pool and common strategy & planning, they can do the network roll outs much faster as well as efficiently. I am pretty sure that Voda-Idea will be able to offer Blanket Coverage of 3G/4G signals across all 22 circles to a much higher percentage of population than Bharti Airtel, by the end of 2018 or early 2019.
With higher amount of Spectrum Resources, alongwith larger Data Center Capacity and Fiber Optic Cables and wider reach of it's 3G/4G network, Voda-Idea will certainly be more aggressive than Bharti Airtel in it's attempt to attract customers from competitors. The first thing that Voda-Idea is expected to do is streamline their tariff plans across all 22 circles. The realignment & recalibration of Network equipment across so many different locations will be a very lengthy exercise and may not start until the Merger proposal gets all necessary regulatory & legal approvals. Till that point the two operators may start with Joint planning of network roll out in different circles, based on individual strengths in each circle and have Intra-Circle Roaming provisions in place to allow users of each other to use either of the networks. For eg: In circles like Mumbai, Delhi, Kolkata and Tamil Nadu, where Vodafone is strong with 3G as well as 4G presence, but Idea's presence is limited, Idea customers will be able to use the former's network for 3G or 4G service. Similarly, Idea will be able to offer 3G or 4G service to Vodafone customers for circles like Kerala, Maharashtra, Madhya Pradesh and Andhra Pradesh. The regulatory & legal approvals for the merger will take a minimum of 12 to 15 months to complete. Once it passes all the hurdles and the formal merger is completed, Voda-Idea can then rapidly look to combine Spectrum Resources and re-calibrate network equipment and relocate duplicate sites to boost network reach & capacity within those respective circles. At the same time the back-end Data Centre & IT System capacities will be combined to improve planning & efficiencies. All this will take 12 to 24 months to be put in place across all 22 circles. Hence the full benefits of the Merger will be seen sometime only in the year 2019 or 2020. By then we can expect Voda-Idea to have Blanket Coverage of 3G/4G network signals for more than 90% of India's population across all 22 circles. That could also be the time when the operators could start shutting down 2G networks and use the efficient 900 MHz spectrum band and additional 1800 MHz band spectrum for 4G or maybe even 5G service at that point. Yes, I seriously think that days of 2G technology are numbered. Year 2017 could be the start of the decline of 2G network usage as more & more devices are 3G/4G capable. The percentage of Smartphones active on the mobile networks is rapidly approaching the 50% mark with almost all of them being atleast 3G capable and nearly a third of them being 4G capable. With proliferation of 3G/4G networks in more & more rural areas, I am sure that people in those regions too will look to upgrade to 3G/4G capable devices. At the same time device manufacturers are bringing cheaper & cheaper devices capable of being used on 3G/4G networks. Hence the decline of 2G networks usage will pick up pace from 2018 and before the end of 2019, we will definitely hear about operators planning 2G network shutdown in various regions and use the freed up spectrum for 4G technology. In order to do this an operator will first need to have Blanket Coverage of 3G/4G network in place in all those regions. Here I think Voda-Idea will be in a much better position when compared to Bharti Airtel by the year 2019.
Until now, it was Bharti Airtel who was expected to be the strongest competitor to Reliance Jio, as it held 3G as well as 4G spectrum across all 22 circles and also had the strongest balance sheet to invest in further Capex for network roll outs. Individually both Vodafone & Idea too had the capability to offer either 3G or 4G service across all 22 circles or nearly all circles. Each of these three operators, i.e. Bharti Airtel, Vodafone and Idea, have their own 2G network across the country with about 95% or more population coverage, something like what we call Blanket Coverage. But their 3G or 4G coverages are rather patchy as the initial rollout is designed to cover areas of higher population density, i.e. areas of high usage. But it does leave several areas even within large cities without proper network signal. This is where Voda-Idea will have a tremendous advantage over Bharti Airtel. There will be thousands of cities & towns across India, where both Idea as well as Vodafone will have 3G and/or 4G network present. In all such locations, they can combine the spectrum frequencies together and beam the signal from single set of equipment, instead of having 2 sets of equipment doing the same job in the same area. The freed up equipment could be re-located to other areas in a way to be able to offer Blanket Coverage of 3G/4G signal to residents of all those cities & towns. This exercise alone could boost capacity as well as coverage substantially for Voda-Idea's 3G/4G networks before they have a need to start buying new equipment. Apart from doing the Equipment-Relocation exercise (which could also bring down their Recurring Operating Costs for Voda-Idea by a significant 10% or more), they will need to further extend their 3G/4G networks to even cover all the major highways and also all rural areas where they already have their 2G network present. With large spectrum resource pool and common strategy & planning, they can do the network roll outs much faster as well as efficiently. I am pretty sure that Voda-Idea will be able to offer Blanket Coverage of 3G/4G signals across all 22 circles to a much higher percentage of population than Bharti Airtel, by the end of 2018 or early 2019.
With higher amount of Spectrum Resources, alongwith larger Data Center Capacity and Fiber Optic Cables and wider reach of it's 3G/4G network, Voda-Idea will certainly be more aggressive than Bharti Airtel in it's attempt to attract customers from competitors. The first thing that Voda-Idea is expected to do is streamline their tariff plans across all 22 circles. The realignment & recalibration of Network equipment across so many different locations will be a very lengthy exercise and may not start until the Merger proposal gets all necessary regulatory & legal approvals. Till that point the two operators may start with Joint planning of network roll out in different circles, based on individual strengths in each circle and have Intra-Circle Roaming provisions in place to allow users of each other to use either of the networks. For eg: In circles like Mumbai, Delhi, Kolkata and Tamil Nadu, where Vodafone is strong with 3G as well as 4G presence, but Idea's presence is limited, Idea customers will be able to use the former's network for 3G or 4G service. Similarly, Idea will be able to offer 3G or 4G service to Vodafone customers for circles like Kerala, Maharashtra, Madhya Pradesh and Andhra Pradesh. The regulatory & legal approvals for the merger will take a minimum of 12 to 15 months to complete. Once it passes all the hurdles and the formal merger is completed, Voda-Idea can then rapidly look to combine Spectrum Resources and re-calibrate network equipment and relocate duplicate sites to boost network reach & capacity within those respective circles. At the same time the back-end Data Centre & IT System capacities will be combined to improve planning & efficiencies. All this will take 12 to 24 months to be put in place across all 22 circles. Hence the full benefits of the Merger will be seen sometime only in the year 2019 or 2020. By then we can expect Voda-Idea to have Blanket Coverage of 3G/4G network signals for more than 90% of India's population across all 22 circles. That could also be the time when the operators could start shutting down 2G networks and use the efficient 900 MHz spectrum band and additional 1800 MHz band spectrum for 4G or maybe even 5G service at that point. Yes, I seriously think that days of 2G technology are numbered. Year 2017 could be the start of the decline of 2G network usage as more & more devices are 3G/4G capable. The percentage of Smartphones active on the mobile networks is rapidly approaching the 50% mark with almost all of them being atleast 3G capable and nearly a third of them being 4G capable. With proliferation of 3G/4G networks in more & more rural areas, I am sure that people in those regions too will look to upgrade to 3G/4G capable devices. At the same time device manufacturers are bringing cheaper & cheaper devices capable of being used on 3G/4G networks. Hence the decline of 2G networks usage will pick up pace from 2018 and before the end of 2019, we will definitely hear about operators planning 2G network shutdown in various regions and use the freed up spectrum for 4G technology. In order to do this an operator will first need to have Blanket Coverage of 3G/4G network in place in all those regions. Here I think Voda-Idea will be in a much better position when compared to Bharti Airtel by the year 2019.
