Merger to push on as tender scrapped

True Corporation and Total Access Communication (DTAC) have vowed to continue pursuing their amalgamation, although two affiliates of the pair scrapped their plans to conduct tender offers to acquire the two telecom operators’ shares to create a path for the merger.

The two affiliated firms are Citrine Global Co and Citrine Venture SG Pte, joint venture companies of Charoen Pokphand Holding, a shareholder of True, and Telenor Asia Pte, a shareholder of DTAC.

The two joint ventures submitted a statement declining to make a conditional voluntary tender offer (VTO) for all shares in True and DTAC, according to the exchange filings sent by the two carriers.

On Nov 20 last year, the two joint ventures expressed their intention to launch the VTO, paving the way for the amalgamation of True and DTAC.

The cancellation is in line with a notification from the Securities and Exchange Commission on the conditions and methods for the acquisition of securities for business takeovers, which requires a tender offerer to announce the abolition of the tender offer if it cannot do so within one year.

Yupa Leewongcharoen, group chief financial officer of True, said the cancellation of the VTO by the two joint ventures will have no impact on the True-DTAC merger plan.

The two companies will continue to work together to reach the complete amalgamation in line with their plan.

Shareholders of both companies can still trade shares as usual on the Stock Exchange of Thailand or just wait until the amalgamation is completed and the shares of the new company are listed in the SET.

“The new company as a telecomtech company will have more opportunities to serve customers and increase the value of investment for shareholders as well as further provide benefit for Thais, society, the economy and the country,” said Ms Yupa.

According to DTAC’s exchange filing, the company will continue to work with True in relation to the amalgamation.

On Oct 20, the board of the National Broadcasting and Telecommunications Commission (NBTC) voted 3-2 to take the position it has no authority to consider approving or rejecting the planned merger, which in essence allows the amalgamation.

The board then acknowledged the planned merger and issued remedy measures.

An industry source associated with the merger pointed out the two companies have sought consultation with the NBTC about the unclear remedy measures and they now appear to be moving ahead with the plan in line with conditions set by the NBTC.

“The amalgamation and the tender offer would still carry on and the deal is expected to be completed by early next year,” said the source.

‘‘ The new company as a telecom-tech company will have more opportunities to serve customers and increase the value of investment for shareholders. YUPA LEEWONGCHAROEN Group chief financial officer, True Corporation