SC approves Digi-Celcom proposed merger - Digi, Axiata Group

KUALA LUMPUR - The Securities Commission Malaysia (SC) has approved the proposed merger between Digi.Com Bhd and Celcom Axiata Bhd (Celcom) under certain terms and conditions, Digi and Axiata Group Bhd (Axiata) said.

According to Digi’s filing with Bursa Malaysia today, the proposed merger involves the transfer of Celcom's entire issued share capital of 1.24 billion shares by Axiata to Digi for RM17.76 billion, as well as the listing of an additional 3.96 billion new Digi shares on the Main Market of Bursa Malaysia.

Meanwhile, in their respective filings with the exchange today, both telcos said the SC has also approved the Bumiputera equity structure in Digi following the proposed exercise.

According to Digi’s filing, after the proposed merger, the enlarged issued shares allocated to Malaysians would increase to 59.9 per cent from 40.4 per cent as at Dec 31, 2021, while the allocation for foreigners will drop from 59.6 per cent to 40.1 per cent post-merger.

Of the 59.9 per cent of the enlarged issued for Malaysians, 47.4 per cent would be allocated to non-Bumiputera versus the 21.6 per cent before the merger, while the Bumiputera allocation would be 12.5 per cent, down from 18.8 per cent.

"Axiata, the holding company of Celcom, is a non-Bumiputera body corporate.

Non-Bumiputera direct interest in Digi post-merger is calculated based on the total number of shares held as at Dec 31, 2021 and the 3.88 billion fully paid-up new Digi shares to be issued to Axiata, Digi said.

On the foreigners direct interest in Digi post-merger, the telco said its holding company Telenor Asia Pte Ltd is a 100 per cent foreign-owned body corporate.

Foreigners direct interest in Digi post-merger is calculated based on the total shares in Digi as at the latest practicable date of Dec 31, 2021 and the 73.38 million fully paid-up new Digi shares to be issued to Telenor Asia post-merger, the filing said. - BERNAMA