Telecom M&As: Idea-Vodafone merger on fast track, says Telecom Secretary

With the Supreme Court making it clear that the government cannot insist that telecom companies undergoing merger and acquisition need to pay the one-time spectrum charge (OTSC) levied on them, the telecom department on Thursday said that the Bharti-Telenor deal will be approved in less than a month’s time and that the Idea-Vodafone merger will also be expedited so that it can be completed by June, the time frame set by the companies.

Telecom secretary Aruna Sundararajan said she did not foresee any hurdles in the clearances pertaining to the Vodafone-Idea merger and it “should get done” by the target date of June outlined by the two companies.

“We are working very closely to ensure that no bottlenecks are created and we go through due diligence and expedite the clearances. We will do our due diligence, but at the same time we are working with the companies to ensure that there are no delays,” she told FE. She added that she did not anticipate any issues with the matter (merger process), a clear indication that there will be no roadblocks in the Idea-Vodafone merger process. On the SC’s rejection of the department of telecommunications (DoT) plea that first OTSC be paid in the case of Bharti-Telenor, which would have applied on Idea-Vodafone also, Sundararajan said that they have decided not to file a review petition on the matter, which means that DoT’s M&A policy, which says that bank guarantee be paid to cover the OTSC if the matter is under litigation, will not apply now in such cases.

In December 2012 DoT had come out with an order which stated that operators having spectrum beyond 4.4 MHz through administrative allocation need to pay the auction-determined price for that. DoT had raised a demand of around Rs 24,000 crore on all the legacy operators. However, every operator got a stay order from different high courts and the matter is yet to be finally decided. However, since the M&A policy of February 2014 stated that if the matter is under judicial intervention companies need to pay a bank guarantee of the said amount, DoT had asked Bharti Airtel to pay Rs 1,500 crore. But the Telecom Disputes Settlement and Appellate Tribunal quashed DoT’s demand, which was then challenged by the latter in the Supreme Court. Based on DoT’s calculation, a demand for Rs 5,712 crore would have been raised on Idea-Vodafone.

The Idea-Vodafone merger has been cleared by the stock exchanges, Securities and Exchange Board of India, Competition Commission of India and the National Company Law Tribunal. It is now awaiting the foreign direct investment clearance from the department of industrial policy and promotion, after which a final approval needs to be given by DoT as licensor.