TPG and Vodafone Australia combine in merger of equals

BY Fraser Tennant

In a combination that will establish a leading challenger full-service telecommunications provider in Australia, TPG Telecom Ltd and Vodafone Hutchison Australia (VHA) are to merge in a transaction with a pro forma enterprise value of approximately $15bn.  

The merger – a Scheme Implementation Deed (SID) – combines two highly complementary businesses to create a leading integrated, full-service telecommunications company, with a comprehensive portfolio of fixed and mobile products for consumers and enterprises.

It is also envisaged that the merger of TPG, which has Australia’s second largest fixed line residential subscriber base, and VHA, the country’s third largest mobile operator, will create a more effective challenger to Optus and Telstra – the two biggest mobile companies in Australia, with a combined market share of more than 80 percent.

Upon completion, TPG shareholders will own 49.9 percent of the merged group with VHA shareholders owning the remaining 51.1 percent. The merger of TPG and VHA has been unanimously recommended by the board of TPG.

“The merger with VHA represents an exciting step-change in TPG’s evolution, and will benefit both our shareholders and Australian consumers alike," said David Teoh, chairman and chief executive of TPG. “Together TPG and VHA will own the infrastructure required to deliver faster services and more competitive value propositions.” Mr Teoh will be chairman of the merged group while Iñaki Berroeta, currently chief executive of VHA, will be managing director.

“We are joining with TPG from a position of strength and momentum," said Mr Berroeta. “VHA has a track record of reliability, stability and a fantastic customer experience, which has seen the business prosper. Together, TPG and VHA will provide stronger competition in the market and greater choice for Australian consumers and enterprises across fixed broadband and mobile.”

Alongside the merger agreement, TPG and VHA have signed a separate joint venture (JV) agreement to acquire, hold and licence 3.6 GHz spectrum. The JV will not terminate if the merger fails to proceed.

Mr Berroeta concluded: “The combination of TPG and VHA will create an organisation with the necessary scale, breadth and financial strength for the future. The equal terms of the combination preserves the competitive strengths of the two businesses.”

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