4 January 2013

Nigeria: Shareholders Approve Capcom's U.S.$210 Million Deal With Starcomms

Photo: France 24
File Photo

Starcomms Thursday announced that its shareholders had approved of the planned $210 million investment deal by Capcom to acquire it.

The approval was given at its court-ordered meeting held in Abuja on December 28, 2012, where it received support from 99.83 per cent of its shareholders, who voted at the meeting.

The shareholders represented 57.05 per cent of the total shareholder base of the company.

The stakeholders at its annual general meeting (AGM) held the same day, authorised the private placement of 662.55 million new Starcomms shares to Capcom and related matters. The shareholders that voted at the AGM represented 56.62 per cent of the total shareholder base.

Starcomms had in November last year, signed all documents and concluded every arrangement that would enable it seek stakeholders' approval for the planned sale of Starcomms to Capcom at the sum of $210 million.

The signing of the documents was sequel to Capcom's interest in Starcomms. In July last year, it announced that it was investing in a merger of three Code Division Multiple Access (CDMA) operators, including Starcomms, but Starcomms had said it was an on-going process that was yet to be concluded.

With the recent shareholders' approval, Starcomms has received the necessary support for all matters relating to the planned $210 million investment by Capcom into the telecoms company.

According to Starcomms, "the shareholder approvals at the court-ordered meeting now require the High Court's ratification and the transaction thereafter remains subject to a number of conditions precedent as outlined in the scheme document including but not limited to final regulatory approval from the Nigerian Communications Commission (NCC), Nigeria Stock Exchange (NSE) and Securities and Exchange Commission (SEC).

Speaking on the outcome of the shareholders' meeting, Interim Chief Executive Officer (CEO) of Starcomms Mr. Olusola Oladokun, said: "We are delighted that our shareholders have supported the Board's recommendation to approve the investment by Capcom and are extremely pleased that, subject to a number of conditions precedent relating to the overall transaction, Starcomms can look to the future with hope. The capital injection combined with the injection of new spectrum and the CDMA assets of Multilinks provides a sound base for continued operations as well as enabling investment in new technology that will position Starcomms for the future in a very exciting space in the market."

According to the Chief Executive Officer designate for the new Starcomms, Mr. Ademola Elesho, "overwhelming approval from shareholders is a strong endorsement of our proposed business model for Starcomms. We believe that the combination of Starcomms' and Multilinks' existing infrastructure and customer base with access to 20MHz of spectrum and the latest 4G LTE technology positions the company perfectly to be at the forefront of Nigeria's data revolution. We look forward to rolling out the business model and to a bright future for Starcomms' customers and shareholders."

Capcom will inject $98 million of cash and $112 million of independently valued assets into the company with the proposed rights issue subsequently raising further cash for use as working capital.

Capcom Limited is a special purpose vehicle established in 2012, for the acquisition of Starcomms shares and related transactions, with money raised from investment funds, hedge funds, family offices and industry partners around the world with years of commercial experience of emerging markets.

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