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Public Investment Bank PUBLIC INVESTMENT BANK PublicInvest Research Sector Update Tuesday, June 22, 2021 KDNPP17686/03/2013(032117) TELECOMMUNICATIONS Neutral Celcom-Digi Merger: One Step Closer RECOMMENDATION TABLE Axiata Group (Axiata) and Digi.Com (Digi) have concluded the due diligence Current Target Upside Call exercise and sealed the transaction agreements for the proposed merger of Celcom (RM) (RM) (%) Axiata and Digi (MergeCo). Post-merger, the MergeCo’s net profit is estimated at DiGi 4.32 4.50 4.2 N about RM2bn with an implied valuation of RM47.6bn or 24x 1-year forward PER. Maxis 4.52 4.64 2.7 N However, this excludes the potential synergies (i.e. cost and capex savings) to be Axiata 3.98 4.00 0.5 N reaped in the future. Celcom is being valued at RM17.8bn, which is about 5% higher than our current valuation for Celcom. Digi is expected to issue 3,956.5m new TM 6.07 6.90 13.7 OP shares (@ RM4.06 per share) and fork out RM1.7bn cash to acquire 100% of Celcom. Based on our earnings forecast for Digi, the group is valued at 25x forward PER versus our valuation of 26x. All in all, we feel the valuation for Celcom and Digi Subscriber base is fair. We maintain our Neutral rating on Axiata and Digi. ('000) § Digi will acquire 100% equity interest of Celcom held by Axiata 8,000 Prepaid Postpaid Fair valuation. for a total consideration of RM17.8bn to be satisfied via the issuance of 3.883bn 6,000 new Digi shares to Axiata, representing 33.1% of the MergeCo and RM1.7bn cash. The remaining balance of RM300m cash will be settled via the issuance of 4,000 an additional 73.4m new Digi shares to Telenor Asia as nominee of Axiata. This 2,000 is part of the shares equalisation agreement to bring Telenor’s existing 49% stake in Digi to 33.1% of the enlarged entity. The difference would amount to 0 approximately RM300m (73.4m shares @ RM4.06 per share). Based on our Maxis DiGi Celcom estimates, Celcom and Digi are being valued at about 22x and 25x forward PER, which are close to our current valuations. This is also within our earlier Dividend yield estimate where Digi is being valued at a premium compared to Celcom. All in all, we view this proposed merger to be fairly valued. FY21F FY22F § Financial impact. The MergeCo is valued at a pre-synergy equity value of RM47.6bn or about 24x 1-year forward PER, based on an estimated net profit 6.0% of c.RM2bn. Management estimates a potential value accretion of RM8bn 4.0% through cost and capex synergies, on a net present value basis. Although the new Digi would see its enlarged share base increasing from 7,775m to 2.0% 11,731.5m, we estimate that the proposed merger would lead to a slight EPS 0.0% accretion of 1.8% (after accounting for interest cost from additional borrowing DiGi Maxis Axiata TM for the cash portion), given that Digi is being valued at a higher multiple than Celcom. Meanwhile, gross debt over EBITDA would increase from 1.8x to 2.8x. Axiata is expected to set aside the cash proceeds for repayment of borrowings and future investments, contrary to our expectation of a special dividend to reward shareholders. Axiata would recognise a gain on disposal of RM13.2bn. However, our preliminary estimates suggest that Axiata’s core profit may be reduced by about 10% owing to the net effect of de-consolidation of Celcom’s Eltricia Foong profit and share of profit of MergeCo (excluding potential synergies). T: 603 2268 3000 F: 603 2268 3013 E: [email protected] FINANCIAL SUMMMARY Company Price (RM) EPS (sen) EPS growth (%) PER (x) ROE (%) Dividend yield (%) @ 21 June 2021F 2022F 2021F 2022F 2021F 2022F 2021F 2022F 2021F 2022F DiGi 4.32 16.1 16.6 2.5 2.9 26.8 26.1 202.3 203.9 3.7 3.8 Maxis 4.52 18.3 19.1 4.2 4.2 24.6 23.6 20.1 20.8 3.9 4.0 Axiata 3.98 10.4 10.9 10.5 4.4 38.2 36.5 5.4 5.6 2.3 2.5 TM 6.07 30.3 32.6 13.8 7.5 20.0 18.6 15.0 14.9 2.5 2.7 Source: PublicInvest Research estimates 1 Important disclaimer is provided at the end of this report.| PUBLIC INVESTMENT BANK Page 1 of 3 PUBLIC INVESTMENT BANK BERHAD § Future prospects. Axiata and Telenor Asia will each own 33.1% stake of the MergeCo followed by EPF (9.9%), PNB (7.1%), KWAP (2.5%) and the remaining by other shareholders. The merged unit will see the combination of scale, experience and financial strength of both telco groups in positioning itself to address Malaysia’s increasing need for digital services under the MyDigital aspiration. Both Celcom and Digi brands will continue with an estimated 19m customer base. The proposed merger is expected to generate synergies and savings across network, IT, procurement and operations though may be limited by the commitment of no forced retrenchment to preserve employee welfare. The proposed merger is subject to regulatory and shareholder approvals. Barring unforeseen circumstances, the proposal is expected to be completed by 2Q2022. 2 Important disclaimer is provided at the end of this report.| PUBLIC INVESTMENT BANK Page 2 of 3 PUBLIC INVESTMENT BANK BERHAD RATING CLASSIFICATION STOCKS OUTPERFORM The stock return is expected to exceed a relevant benchmark’s total of 10% or higher over the next 12months. NEUTRAL The stock return is expected to be within +/- 10% of a relevant benchmark’s return over the next 12 months. UNDERPERFORM The stock return is expected to be below a relevant benchmark’s return by -10% over the next 12 months. TRADING BUY The stock return is expected to exceed a relevant benchmark’s return by 5% or higher over the next 3 months but the underlying fundamentals are not strong enough to warrant an Outperform call. TRADING SELL The stock return is expected to be below a relevant benchmark’s return by -5% or more over the next 3 months. NOT RATED The stock is not within regular research coverage. SECTOR OVERWEIGHT The sector is expected to outperform a relevant benchmark over the next 12 months. NEUTRAL The sector is expected to perform in line with a relevant benchmark over the next 12 months. UNDERWEIGHT The sector is expected to underperform a relevant benchmark over the next 12 months. DISCLAIMER This document has been prepared solely for information and private circulation only. It is for distribution under such circumstances as may be permitted by applicable law. The information contained herein is prepared from data and sources believed to be reliable at the time of issue of this document. The views/opinions expressed herein are subject to change without notice and solely reflects the personal views of the analyst(s) acting in his/her capacity as employee of Public Investment Bank Berhad (“PIVB”). PIVB does not make any guarantee, representations or warranty neither expressed or implied nor accepts any responsibility or liability as to its fairness liability adequacy, completeness or correctness of any such information and opinion contained herein. No reliance upon such statement or usage by the addressee/anyone shall give rise to any claim/liability for loss of damage against PIVB, Public Bank Berhad, its affiliates and related companies, directors, officers, connected persons/employees, associates or agents. This document is not and should not be construed or considered as an offer, recommendation, invitation or a solicitation of an offer to purchase or subscribe or sell any securities, related investments or financial instruments. Any recommendation in this document does not have regards to the specific investment objectives, financial situation, risk profile and particular needs of any specific persons who receive it. We encourage the addressee of this document to independently evaluate the merits of the information contained herein, consider their own investment objectives, financial situation, particular needs, risks and legal profiles, seek the advice of their, amongst others, tax, accounting, legal, business professionals and financial advisers before participating in any transaction in respect of any of the securities of the company(ies) covered in this document. PIVB, Public Bank Berhad, our affiliates and related companies, directors, officers, connected persons/employees, associates or agents may own or have positions in the securities of the company(ies) covered in this document or any securities related thereto and may from time to time add or dispose of, or may be materially interested in, any such securities. Further PIVB, Public Bank Berhad, our affiliates and related companies, associates or agents do and/or seek to do business with the company(ies) covered in this document and may from time to time act as market maker or have assumed an underwriting commitment in the securities of such company(ies), may sell them or buy them from customers on a principal basis, may have or intend to accommodate credit facilities or other banking services and may also perform or seek to perform investment banking, advisory or underwriting services for or relating to such company(ies) as well as solicit such investment advisory or other services from any entity mentioned in this document. The analyst(s) and associate analyst(s) principally responsible for the preparation of this document may participate in the solicitation of businesses described aforesaid and would receive compensation based upon various factors, including the quality of research, investor client feedback, stock pickings and performance of his/her recommendation and competitive factors.
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