Megafon and Kismet Capital Group have formed a united tower operator on the basis of the new company, follow from the official message received by the editorial office of Vedomosti. The operator will be created with the participation of the First Tower Company of Megafon and the Vertikal group of companies, which is controlled by Kismet Capital Group (KCG) of businessman Ivan Tavrin, who previously headed Megafon.
The new company will include 17,000 towers from the First Tower Company (PBK) and 5,000 towers from Vertikali. The combined company will manage a portfolio of 22,000 towers. 66% of the shares of the new company will belong to KCG, 25% – to Megafon, 9% will be received by the structure of the founder of Vertical (Georgy Chumburidze – Vedomosti), said Alexander Sobolev, director of strategy and business development of Megafon.
“PBK was estimated at 94.2 billion rubles. We consider this a good offer, it is absolutely in the market, ”Sobolev said. He did not disclose the amount of cash receipts to the participants in the transaction following its results.
Svetlana Ushakova, managing partner of KCG, said that the deal is being paid for with KCG’s own funds, as well as financing, which will be attracted from Sberbank. The representative of the press service of Sberbank confirmed this information to Vedomosti.
“As a result of the transaction, Kismet will become the majority shareholder in the merged company, will receive 5 out of 7 representatives on the board of directors and will be fully responsible for the operational management of the business,” Ushakova said. “The corporate governance structure of the deal assumes that neither Megafon nor any other operator at any stage of life can gain control or a majority in the board of directors of this company.”
Megafon will have two representatives on the board of directors of the new company.
The deal will be closed after receiving regulatory approval at the end of 2021, Ushakova said.
“Kismet’s plans in the medium term include plans for an IPO [объединенного башенного оператора], but at this stage it does not imply an IPO through one of our SPACs, ”Ushakova emphasized.
“We are also interested in an early IPO, but the structure of the deal does not imply this, we are not closing publicly,” Sobolev added. According to him, Megafon is interested in continuing to “receive economic benefits through ownership, whether it be dividends or through further sale opportunities.”
After the sale of the tower assets of the new company, Megafon will start leasing towers from it.
Megafon concludes a long-term lease agreement with Vertikal and First Tower Company, Sobolev said. According to him, the contract contains indexation parameters.
According to him, “Vertical” already provides services for the placement of base stations MTS, Tele2 and VEON (Beeline brand).
“We will definitely develop the combined company towards providing services to all companies on the market,” the operator’s press service representative answered when asked by Vedomosti whether the new company Megafon and Kismet will provide services to the mobile operator’s competitors.
The new company now has no name, it will be determined already in the process of the merger of the First Tower Company and Vertikal, General Director of the Vertikal group of companies Evgeny Chermashentsev explained to Vedomosti: “So far we are working with two brands – Vertikal and “The first tower” ”.
“We plan to keep both brands and start the integration process right after the merger. One of the stages of integration will be the choice of a brand under which the combined company will operate, ”said a spokesman for the operator.
“Vertical” in 2013 was founded by Georgy Chumburidze. In 2017, the investment company Baring Vostok became a shareholder of the company. On December 12, 2019, she sold her share to Ivan Tavrin. At that time, the partners owned equal shares in “Vertical”, wrote “Kommersant”. Now, according to SPARK, KCG, through its 100% subsidiary Kismet Telecom Infrastructure, owns a 75% stake in Infrastructure Integrator (operating company Vertikali), whose general director is Evgeny Chermashentsev. The remaining 25% in this company is controlled by Cyprus-based Dostino Consulting Ltd.
The merger of assets of Megafon and Kismet will be the second transaction with tower assets in Russia in the last two months. On September 6, 2021, the telecommunications group VEON announced the sale of 15,000 Vimpelcom towers to Service-Telecom for $ 970 million. As Vedomosti previously wrote, 75% of the authorized capital of Service-Telecom belongs to Galina Gurinova, the wife of entrepreneur Vadim Gurinov, the former general director of Stroytransgaz Gennady Timchenko. Another 20% of Service Telecom belongs to Dmitry Sokov, chairman of the board of directors of the company – tire manufacturer Kordiant. 5% of Service-Telecom belongs to Olga Berdina, the wife of Nikolay Berdin, General Director of Service-Telecom.
“We will act with respect to our tower assets based on the current market situation,” said Vyacheslav Nikolayev, President of MTS, on August 19, answering the question whether the company would allow attracting investors to this business or holding an IPO in the future (quoted by Interfax) … On September 30, MTS shareholders approved the spin-off of the tower infrastructure into a 100% subsidiary Tower Infrastructure Company. A significant part of the network and digital infrastructure of MTS was also separated into a separate company, JSC MTS Web Services.