Tata Teleservices & DoCoMo To Split, Setting Stage For Negotiations Over Valuation

MUMBAI: Japan’s NTT DoCoMo has decided to exit Tata Teleservices by selling its 26.5% stake in its telecom joint venture with the Tata Group through a pre-agreed put option, setting the stage for protracted negotiations over valuation as the Indian conglomerate is likely to renegotiate the sum it has to pay to buy back the shares. The agreement was signed between the two companies in 2008-09.

Both Cos have Hired Legal Teams

Under the terms of the agreement, the Tata Group needs to ensure that its partner in the lossmaking joint venture gets the higher of either half the investment it made — which amounts to Rs 7,250 crore — or the stake’s fair market price in case the company fails to perform at a certain level. NTT DoCoMo had issued a notice to the Tatas three days ago, exercising its option to get a refund of Rs 7,250 crore by returning its 26% in Tata Teleservices before the deadline on July 9, said a lawyer involved in the transaction.

Confirming the development, Tata Sons spokesman Debasis Ray said in an email: “The formal communication has now been received from NTT DoCoMo to that effect.” However, the Tata Group, which has applied for RBI approval to pay NTT DoCoMo as per the put option, expects regulatory hurdles. A central bank rule says put options must be exercised based on prevailing return on equity at the time the option is exercised, which could play spoilsport for DoCoMo’s exit plan.

Since Tata Tele has been making losses and its net worth is negative, this clause could mean DoCoMo might not get the price it is looking for. RBI, in its latest monetary policy in May, had indicated that it was examining a mechanism linking such options to a fair market value, but it is yet to implement that decision.

DoCoMo had purchased its Tata Tele stake in instalments in 2009 and 2011 for $2.7 billion, at a time the telecom sector was the poster child of India’s fast-growing economy.

Facing the prospect of lengthy negotiations to arrive at a middle ground on valuations, the Tatas have lined up legal eagle Harish Salve, law firm Amarchand Mangaldas, UK-based firm Freshfields, and Mumbai-based AZB Partners to act on its behalf. NTT DoCoMo is likely to be represented by Khaitan & Co, law firm Skadden, Arps, Slate, Meagher & Flom.

NTT DoCoMo spokeswoman Hiroko Shimoyama said she cannot comment due to confidentiality obligations.The joint venture partners will soon enter into fresh talks to arrive at a final price, according to people familiar with the matter. “One hopes that it won’t come to a legal battle. Both groups are reasonable and prefer to avoid that,” said a person involved.“

It is not possible to predict how events will unfold; however, Tata Sons is cognizant of its responsibilities, and will act keeping in mind the interests of all stakeholders and in accordance with law,” added Roy, reiterating an April 25 statement by Tata Sons.The RBI rule was also invoked by the Essar Group when Vodafone exercised its option to buy Essar’s 33% in Vodafone India in 2011.

However, the two companies agreed to up the price a little for the Indian promoter by depositing additional funds in an escrow account in case tax is imposed on the transaction, else the deposited amount will be given to Essar. This time around, as money will go out of India, the deal might attract more scrutiny.

“In 2008, there was no regulation around put calls. People assumed that these contracts will be honoured and so incorporated them in JV agreements. But RBI has now become far stricter and concerned over outflow of dollars,” said a legal advisor involved.

NTT DoCoMo is the second large Japanese investor to be faced with disappointment in its India investment after Daiichi Sankyo’s buy into generic drug-maker Ranbaxy. Daiichi exited its Ranbaxy investment in May this year, selling its stake to Sun Pharma at less than half the $4.6 billion it paid in 2008.

LOSS-MAKING VENTURE

The Japanese company is exiting the Indian telecom venture since it is known to prefer owning a majority in its ventures and because it feels it cannot control management actions adequately in India, said a person familiar with DoCo-Mo’s thinking. They are also disappointed by the company’s performance. For the year ending March 31, 2014, Tata Teleservices recorded a loss of nearly Rs 2,000 crore, according to data from the Registrar of Companies (RoC). Its user base has been shrinking over the past two years.

In December last year, Tata Teleservices’ lenders had insisted on a Rs 4,000-crore equity investment from the parents to recapitalise the company. Tata Sons had agreed to put in that amount through two tranches. In an effort to reduce losses, Tata Teleservices shut base stations at around 8,000 locations and entered into agreements with rivals Aircel and Reliance Communications to provide coverage where its network has gaps.

In the financial year that ended in March 2013, Tata Teleservices’ net worth was completely wiped out and equity value fell to a negative Rs 1,863 crore from around Rs 3,000 crore in the previous year, according to data with RoC. Tata Teleservices is also weighed down by its debt of Rs 28,000 crore. The sum is said to have deterred potential suitors including Vodafone, and the exit of NTT DoCoMo may put this company at risk of becoming a distress sale target, said an investment banker.

The Tata Sons spokesman said substantial value had been created. “On the valuation of TTSL, it is an unlisted company. Substantial value has been created in it, reflected not only in its large retail subscriber base of over 63 million and its successful enterprise offerings, but also in its market leading position in data carriage, reflected in the high market share of products like Photon,” said the spokesperson.

Top executives at two potential acquirers of the company said they were interested but did not want to take on the debt. For a deal to take place, they said, lenders need to take a “haircut” by writing off part of their exposure to Tata Tele, or the Tata Group has to assume responsibility for some of the debt. The Tata Group had evinced interest in exiting the telecom business as far back as 2010, and has refrained from any major investments since Chairman Cyrus Mistry took over.