The proposed merger of Cable & Wireless HKT, Hong Kong's flagship
telecommunications company, with Pacific Century CyberWorks, moved
a step closer last week, with the announcement that HKT's board
have recommended the company's minority shareholders approve the
offer from CyberWorks. Approval by HKT minority shareholders,
who are to vote on the merger on July 3, is one of the last remaining
hurdles to the union of the telecommunications group with the
Internet company formed last year by Hong Kong tycoon Richard
Li.
Should shareholders vote in favour of CyberWorks' takeover, which
has already been approved by HKT's majority owner, London-based
Cable & Wireless PLC, a court hearing to seek formal approval
of the merger will be held at the end of July.
As it stands at the
moment, the deal looks all set to go ahead.
The terms of the
merger are favourable, with CyberWorks offering an all-stock offer
or an alternative cash-and stock offer. However, given the vulnerability
of technology stocks at present, the value of the takeover has
plummeted from between US$35 billion to $38 billion in February,
when the merger was announced, to about $25 billion to $30 billion.
The lengthy official
offer document touches on what investors can expect from the merged
entity, should the deal go through. Once merged, the new structure
would comprise six business units, two of which - involving Internet
infrastructure and HKT's mobile telephone business - could quite
conceivably be spun off and floated separately on the stock exchange.
CyberWorks's Group Managing Director Alex Arena said 'We want
to leverage HKT's existing strengths, such as its fixed-line network
with its strong cash flows, to generate the funds we require for
our new-growth businesses', adding that HKT's network coverage
could give the merged group access to a potentially vast market
including China.
Even the current
volatility of technology stocks is no deterrent to the merger
and doubts that the deal will not take place or that Singapore
Telecom will enter the running for the company once again have
been quickly dismissed by CyberWorks. Mr Arena said 'We are proceeding
irrespective of market conditions'.
Fears are surfacing,
however, about the impact the merger will have on the companies
involved. Richard Li, who intends to become CEO of the merged
entity, is no doubt well aware of potential conflicts over staffing.
Neither CyberWorks nor HKT have laid down assurances that the
merged group would refrain from laying off any of HKT's 13,000
workers. HKT is a majory local employer and the possibility of
redundancies has been a concern since Hong Kong began to deregulate
its telecommunications industry in 1995. All the merger talk has
done is to strengthen those concerns.
Nevertheless the
merger looks increasingly like a done deal. After all, CyberWorks
is unlikely to let go of its prize HKT, after ousting its opponent
Singapore Telecommunications in a bidding war for the company.
If the deal does go through, HKT is to become a wholly owned subsidiary
of Doncaster Group, a unit of CyberWorks, and its shares will
be delisted from the Hong Kong stock exchange. It is a huge deal,
not only in financial terms, but moreover, it will really galvanize
the growing relationship between Internet and telephony, not just
in Hong Kong but on a much wider scale.