C.P. Group and Telenor have agreed to explore merger of their mobile operators True and dtac in a $8.6 billion deal.

The new company has the intention to raise venture capital funding together with partners of USD 100-200 million to invest in promising digital startups focusing on new products and services for the benefit of all Thailand consumers.

The transaction will consist of a voluntary tender offer (VTO) subject to satisfaction of conditions for all outstanding shares of dtac and True, followed by the amalgamation of dtac and True creating a new company.

The VTO price for dtac will be THB 47.76, which represents a 25 percent premium to the one-month VWAP for dtac shares, and the VTO price for True will be THB 5.09, which represents a 25 percent premium to the one-month VWAP for True shares.

The agreed exchange ratio is 10.221 True shares per dtac share. The outcome of the VTO will determine the final equalized ownership percentage between C.P. Group and Telenor Group.

All shareholders of dtac and True will have the choice of participating in the tender offer or continue as shareholders in the combined listed company in Thailand.

C.P. Group and Telenor Group recognize that not all shareholders may want to participate, and is offering a cash alternative at an attractive premium the merged company faces a challenging operational environment.

Dtac has reported revenue of NOK 5,335 million in Q2 2021 as against NOK 6,013 million in Q2 2020. Capex of Dtac increased to NOK 977 million vs NOK 432 million.

Dtac’s subscription and traffic revenues decreased 2 perfent and EBITDA dropped 1 percent during the second quarter. Dtac said the number of subscriptions increased by 164,000 to 19.249 million.

The current operations of True and dtac will run their businesses independently until the transaction is completed.  The transaction will be subject to approvals by relevant boards and shareholders and customary regulatory approvals.