Batelco Group’s Acquisitions 2012: Statement Regarding the CWC M&I Acquisition

Manama, Bahrain

Context: A few days ago Batelco Group, a leading telecom in the Middle East, issued a news release concerning Batelco’s acquisition of CWC’s Monaco and Island Business Unit – available at
Batelco Group’s Acquisitions 2012: Major Deal Agreed.

Batelco Group wishes to clarify speculation and comments from some analysts about the valuation of the CWC M&I (Cable & Wireless Communications Monaco and Islands Division) assets, which have recently appeared in the press and in some analyst notes on the transaction.

Analysts have been receiving financial reports from CWC about M&I results on a quarterly basis, which are publicly available. However, these results include:

a) Management Fees paid to CWC, and
b) Losses from various business operations not being sold to Batelco.

These two categories may not be incorporated in the published results of the M&I Operating Companies over the last 12 months.

Batelco will receive Management Fees (shown as an expense to M&I Companies) and will not be negatively impacted by any loss making activities not associated with the purchase of the assets under its agreement with CWC.

As a result, EBITDA and Net Free Operating Cashflow, are higher for the assets Batelco has acquired, compared to previously published results.

Based on actual cashflows and EBITDA results for the last 12 months and allowing for factors not adversely impacting the P&L of the acquired Operating Companies, Batelco confirms that the acquired Operating Companies have a higher profitability than previously reported. In this light, the Group has therefore agreed to pay:

a) 5.6 x EBITDA for the acquisition of the Islands ($580M), and
b) 6.2 x EBITDA for CWC M&I portfolio ($1,025M), based on successful completion of both Steps 1 and 2.

Batelco’s analysis of the acquisition price has been communicated to CWC.

Additionally, based on analysis from Citigroup, precedent deals for assets similar to those being acquired were transacted at average multiples higher than that being paid by Batelco.

Batelco further notes that based on analysis from their advisors that assets with superior cash flow characteristics, merit a premium to a Firm Value / EBITDA multiple or alternatively rely on a cash flow based valuation metric.

This press release has been issued by Batelco Corporate Affairs department.
For further information, please contact Batelco Public Relations Office
Public.Relations@btc.com.bh / Fax +973 17611898