Vodacom’s Neotel minefield
Dramatic postponement, speculation about internal probity dog acquisition
VODACOM’S proposed game-changing acquisition of Neotel is turning into a PR nightmare as growing speculation about allegations of corruption at the highest levels in Neotel threaten to unwind the deal.
On Friday, after a week’s silence, Neotel announced that following a prolonged investigation into certain transactions, its chief financial officer, Steven Whiley, was resigning with effect from November 30. The investigation into CEO Sunil Joshi is continuing.
In July, Neotel announced that Whiley and Joshi would be placed on leave while an investigation was conducted into “certain transactions involving Neotel and Homix”. The transactions involved R100-million in questionable payments made to Homix as part of a bid by Neotel to secure R2-billion worth of deals from Transnet.
Friday’s announcement said Whiley had complied and co-operated with the investigation and that “with the information currently at its disposal, the board is satisfied that Steven Whiley has at all times acted with integrity”. It added that Whiley had decided to pursue his own interests.
One legal expert described Neotel’s announcement as “equivocal in the extreme”. It made no reference to Joshi’s role in the transactions. Sources in the company confirmed investigations into Joshi and the transactions were continuing.
Neotel’s announcement comes just five days after the dramatic last-minute postponement of the Competition Tribunal’s hearing into Vodacom’s bid to acquire control of Neotel.
A week ago, following late-night phone calls and frantic last-minute efforts, the tribunal agreed to postpone its hearing into a transaction that had been two years in the making. The postponement of the tribunal’s hearing, which had been set down for 15 days from November 23, is without precedent and was not granted lightly by the competition authorities.
No reason was given for the postponement, but, in a Sens announcement, Vodacom said the tribunal had given it until December 7 to determine whether the transaction would be continued in an amended form.
The corruption allegations, which were first brought to the attention of the Neotel board in April, were made public in a Mail & Guardian story in July. At the time, Corruption Watch’s David Lewis said the allegations were sufficiently serious to require Vodacom to suspend the transaction until it received comfort it was not acquiring a corrupt company.
If the allegedly corrupt Neotel transactions are behind Vodacom’s bid to amend the structure of the acquisition, then Vodacom shareholders will want to know why the board chose to continue with the transaction before the investigation had been completed.
For Vodacom itself, the risks of acquiring an allegedly corrupt company might not be insurmountable. It does have a lengthy code of conduct, which is available on its website, but this looks inconsequential and flabby compared to the risks that would face its controlling shareholder, Vodafone, if Vodacom finalised the deal.
UK-based Vodafone not only has to consider implications stemming from the UK’s Bribery Act but also, because it has a listing on Nasdaq, has to deal with the US’s Foreign Corrupt Practices Act.
The latter act has given itself far-reaching jurisdiction as evident from its charges against Fifa and, more recently, Hitachi (with links to the ANC’s Chancellor House).
Last week, Lewis said that although the US legislation was better known, the UK Bribery Act, which is new and so far not much enforced, is potentially more powerful. The act specifically prohibits facilitation payments, which are at the core of the allegations against Neotel.
By restructuring the deal and buying Neotel’s businesses rather than its shares, Vodacom may be hoping it is able to sidestep a possible quagmire.
By buying Neotel’s businesses rather than its shares, Vodacom may be hoping it is able to sidestep a possible quagmire
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