(Oslo / Bangkok, 22.11.2021) CP Group and Telenor Group announced today that they have agreed to explore the creation of a new telecommunications technology company comprising True and dtac. The new company will be a peer-to-peer merger and will bring the best of the two local companies, with the support of its major sponsor shareholders.
The new company will be a leading telecommunications service provider capable of accelerating Thailand’s progressive digital technology agenda in terms of network performance, innovation, investment strength and employer brand.
Mr. Suphachai Chearavanont, Chairman and CEO of CP Group and Chairman of the Board of Directors of True Corporation, said, âThe telecommunications and technology sectors are essential for Thailand to advance in development and create large-scale prosperity. As a telecommunications technology company, we can help unleash the huge potential of Thai companies and digital entrepreneurs, as well as attract more of the best and brightest from around the world to do business in our country.
âToday is a step forward in this direction. We hope to empower a whole new generation to realize their potential to become digital entrepreneurs by leveraging advanced telecommunications infrastructure. The emergence in Thailand of IoT, AI, Cloud and new generations of mobile networking technologies will have a huge effect on how we do everything, âhe said.
Mr. Sigve Brekke, President and CEO of Telenor Group, said: âWe have seen an accelerated digitization of Asian companies and, as we move forward, consumers and businesses alike expect more advanced services and connectivity from high quality. We believe the new company can take advantage of this digital shift to support Thailand’s digital leadership role, integrating global technological advancements into attractive services and high-quality products.
Mr. JÃ¸rgen A. Rostrup, Executive Vice President of Telenor Group and Director of Telenor Asia, said: âThe proposed transaction will advance our strategy to strengthen our presence in Asia, create value and support the development of the long-term market in the area. We have a long-standing commitment to Thailand and the Asian region, and this collaboration will further strengthen it. Our access to new technologies as well as the best human capital will be a vital contribution to the new business.
Mr Rostrup added that the new company intends to raise venture capital funds with partners of $ 100-200 million to invest in promising digital startups focused on new products and services for the benefit of all. Thai consumers.
If the transaction is successful, it will consist of a conditional voluntary takeover bid (VTO) for all outstanding shares of dtac and True, followed by the merger of dtac and True creating a new company. The VTO price for dtac will be 47.76 THB, which is a 25% premium over the one-month VWAP for dtac shares, and the VTO price of True will be 5.09 THB, which is a 25% premium over a month’s VWAP for Real Shares. The agreed exchange ratio is 10.221 true shares per dtac share. The result of the VTO will determine the final equalized percentage of ownership between CP Group and Telenor Group.
All dtac and True shareholders will have the choice of participating in the takeover bid or continuing as shareholders of the combined company, which will be listed on the Thailand Stock Exchange. The combined company will face a difficult operating environment over the next few years and CP Group and Telenor Group recognize that not all shareholders may want to participate in this trip, which is why an attractive premium cash alternative is offered. The parties concerned aim to reach the necessary agreements by the first quarter of 2022.
The current operations of True and dtac will continue to manage their activities independently until the transaction is completed. The transaction will be subject to the approvals of the boards of directors and relevant shareholders and customary regulatory approvals, and the parties acknowledge that there is no certainty as to the completion of the transaction.
Tormod SandstÃ¸, Communications Director, Telenor Group
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