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U.K. telco’s bright Idea to bulk up in India may lead to the asset’s deconsolidation from the balance sheet.
This week started off with a bang when Vodafone confirmed what many already suspected: it is looking to consolidate the Indian mobile market in a bid to ease the pressure wrought by disruptive newcomer Reliance Jio Infocomm, which has been offering free voice and data since September 2016, and will continue to do so until at least the end of March.
In a brief statement on Monday, Vodafone said it has entered talks with Aditya Birla Group, the Mumbai-based conglomerate that owns Vodafone India rival Idea Cellular, about an all-share deal between the two mobile operators.
The deal is not done yet, but if it goes ahead, it would see Vodafone India deconsolidated from Vodafone’s balance sheet, which means the telco’s as-yet undefined stake in the merged entity would be accounted for as an investment, rather than an operating company. Similarly to when Vodafone owned 45% stake of Verizon Wireless.
With that in mind, we thought it appropriate to look back at some of the highs and lows of Vodafone’s time in India.
October 2005: Vodafone dips its toe in the water, paying £820 million for a 10% stake in Bharti Tele-Ventures (BTVL), now called Bharti Airtel. According to reports at the time of the deal, India was home to approximately 65 million mobile customers, of which Bharti claimed around 15 million.
Vodafone’s then-CEO, Indian-born Arun Sarin, said in an SEC filing at the time that India’s mobile market held "enormous potential."
December 2006: Vodafone confirms its interest in acquiring Hutchison Telecommunication International’s 67% stake in Hutchison Essar, but faces competition from Bharti Airtel, Reliance Communications, and Essar Group, which is considering buying out its partner.
Malaysia-based Maxis, Orascom, and Verizon are all also named in press reports as potential bidders too. Indian conglomerate Hinduja Group also expresses interest in Hutch Essar.
January 2007: The contenders for Hutchison are whittled down to Vodafone, RCom, and Hinduja.
11 February 2007: Vodafone agrees to acquire Hutchison International’s 67% stake in Hutchison Essar for $11.1 billion, valuing India’s then-fourth-largest mobile operator at around $19 billion. Two days later, and Voda’s Sarin delivers a keynote at Mobile World Congress – still called ‘3GSM’ at the time – during which he says the India deal fundamentally changes Vodafone.
India’s tax authorities argue that the deal is subject to $2.2 billion worth of capital gains tax, but Vodafone denies this, pointing out that the transaction itself was actually conducted between two off-shore companies – Vodafone’s Dutch subsidiary, and Hutchison Essar’s investment vehicle, registered in the Cayman Islands.
Meanwhile, Vodafone reduces its stake in Bharti Airtel by 5.6%.
September 2007: Vodafone Essar rebrands to plain old Vodafone. By the end of October, the company has 37.2 million mobile subscribers, according to the Cellular Operators Association of India (COAI), making it the market’s second-largest GSM operator.
May 2008: Arun Sarin resigns as group CEO of Vodafone. He leaves the company in July and is replaced by deputy CEO, Vittorio Colao, who remains in charge to this day.
Over the next few years, Vodafone India gradually expands its spectrum holdings, eventually reaching nationwide coverage. Fast-growing India becomes one of the few bright spots in Vodafone’s footprint, as the financial crisis takes hold in Europe and the U.S.
However, with fast growth comes intensifying competition, and a fierce price war erupts in India, sparked by Bharti Airtel and Reliance Communications. Margins take a hammering, as operators scramble to sign up new customers at any cost.
July 2011: Relaxed rules on foreign ownership of telcos gives Vodafone an opportunity to buy Essar out of Vodafone India. It ups its stake to 74% for the princely sum of $5.46 billion.
January 2012: India’s Supreme Court rules that Vodafone is not liable to pay tax on the Essar deal. Months later, India’s government introduces a retrospective tax bill, and demands that Vodafone pays up. Vodafone refuses; the tax dispute is ongoing, with the bill growing every year to account for interest charges.
February 2012: India revokes 122 licences issued in 2008 after investigations revealed that the allocation process was steeped in corruption. Vodafone is accused of deliberately under-reporting revenue in order to pay lower licence fees.
The scandal casts a shadow over the entire Indian mobile market.
2013: Speculation mounts that Vodafone is preparing to list its Indian arm. However, the operator says its priority is extending certain spectrum licences due to expire in 2014.
April 2014: Vodafone takes its Vodafone India stake to 100%, after buying out minority shareholders.
May 2015: Vodafone sells its remaining 4.4% stake in Bharti Airtel for $200 million to Bharti Enterprises.
October 2015: India’s mobile market reaches the 1 billion subscriber milestone, according to the Telecom Regulatory Authority of India (TRAI). Vodafone ranks second with 189.5 million customers, behind Bharti Airtel, which has 238.0 million.
November 2015: With India’s mobile market seemingly on an even keel, and with Vodafone and the authorities at a stalemate about its taxes, focus returns to a possible IPO of Vodafone India.
April-May 2016: Various reports claim Vodafone is rounding up banks for its highly-anticipated IPO. The official word from Colao is that a float could take place either in late 2016 or early 2017.
September 2016: Reliance Jio Infocomm launches free nationwide voice and 4G data services, taking India’s incumbents, including Vodafone, by surprise. Another brutal price war erupts.
November 2016: The intense competition leads Vodafone to write down the value of Vodafone India by €5 billion. The planned IPO is put on ice due to ‘challenging market conditions’.
January 2017: Amid mounting press speculation, Vodafone confirms it has entered into merger talks with Idea Cellular about an all-stock transaction. If a deal is struck, Vodafone India will be deconsolidated from the group’s balance sheet. CEO Colao insists Vodafone is not looking for a way out of India altogether.
Then again though, this is India’s mobile market we’re talking about; pretty much anything could happen and it wouldn’t come as a major surprise.
