Megafon to get control over Group

However, the analysts say it doesn't need control to establish the partnership with the Internet holding.   
"Megaphone" is going to buy a share of USM Holdings Alisher Usmanov and his partners in Mail.Ru Group, said the operator. Over 63.8% of the voting shares, he will pay $ 740 million, $ 640 million - in the I quarter of 2017, and another $ 100 million - a year later. January 20, 2017 to approve the transaction will be invited to the Extraordinary Meeting of the shareholders of the operator.
And "Megaphone" and Group controlled by USM. It owns 56.13% of the operator and 15.2% of the capital and almost 64% of the vote in Group.

"MegaFon" is necessary for the holding of own digitization services, partnership in the creation of a virtual operator (MVNO) in the field of big data. Among future projects, the operator calls the launch VKmobile offers for users of social networks "in contact". "Megaphone" can also run a special offer to the audience of the site "Odnoklassniki", it said in a statement reported. In addition, the companies will jointly analyze the data of subscribers of "Megaphone" and Mail.Ru Group services users for ad targeting.

Average Revenue per User operator gradually falls, so the "Megaphone" it is necessary to find a new niche for the development, explained the director of business development in the field of mergers and acquisitions of "Megaphone" Dmitry Kononov. Cooperation with social networks can be a niche, he said.

The deputy director of analytical department of "Alpari" Natalia Milchakova draws attention to the fact that if we consider only the voting shares, the amount of the transaction is 3.4 times lower than the market. The capitalization of the entire Mail.Ru Group on the London Stock Exchange is around $ 3.9 billion. Thus, this assessment should be beneficial to the shareholders of "Megaphone".

Related transactions

For the Russian telecom market transactions are not uncommon, when one buys a subsidiary of the parent holding another in the interest of the common shareholder, resembles Libin. MTS has repeatedly bathed assets from its main owner, AFK "System". "Megafon" himself in 2013 bought 100% of shareholders' Skartel "operator (brand Yota) for $ 1.18 billion.

The operator believes the amount of market transactions. For $ 740 million bought 15.2% of the capital, insists Kononov. The transaction will take place at 24% premium to the market, as the share allows you to control the board of directors. Since holding the beneficiaries do not change, then the company is not required to put the offer to other shareholders, said the director of the operator on Legal Affairs and GR Anna Serebrennikov.

"Megafon" buys including Class A shares (with an additional right to vote), which can not be traded on the market and which do not pay dividends, therefore evaluated in comparison with the current market value of common stock is not entirely correct, agrees analyst at Raiffeisenbank Sergey Libin. From an economic point of view, the operator does pay more, but in terms of control in "MegaFon" and Group the same major shareholder, so to speak about payment of the analyst "Uralsib" Konstantin Belov for control of the country premium, he says.

The most valuable resource Group - social networks and the audience may "Megaphone" expects to use it to churn containment, the analyst "Opening Capital" Alexander Vengranovich.

The deal is an attempt to diversify "Megaphone" business and monetize investments USM. The latter is probably needed cash added Milchakova analyst "Finam" Timur Nigmatullin. Collaborate and develop common projects and the parties to the deal without talking Libin analyst "Uralsib" Konstantin Belov.

The presence of common shareholders did not give "MegaFon" and exclusive cooperation opportunities, and gives control, saves Serebrennikov. It also helps minimize the risk of termination of the partnership, slow decision-making on joint projects, said a representative of the operator.

The "MegaFon" is the operator's infrastructure and network, in - the services and content, so the potential of their cooperation can be effective, recalls CEO "TMT Consulting" Konstantin Ankilov. But co-exist with them will not be easy, because the companies are very different businesses and ideology, he said.
In a world model of cooperation of operators with social networks is not new, such as Deutsche Telekom and Twitter, Vodafone and Facebook. "Megaphone" will get access to the largest audience Player Russian Internet segment and will be able to monetize the growing digital audience by creating targeted tariff offers for audiences "in contact" and "Classmates". This perspective should lead to an increase in ARPU, says Frost & Sullivan analyst Dmitry Raspopov. For Mail.Ru Group is to increase the prospects of return on advertising to mobile users, targetiruya subscribers of "Megaphone" (for example - based on data on tariff cost, sex, age, place of residence, etc...).