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Telvenco S.A.
"Athelera played a key role in the multiple transactions involved in the creation of the new Digitel, leading the negotiations with all parties involved and coordinating an extensive team of advisors, including attorneys, bankers and telecom specialists. This has been the most complex acquisition our group has been involved in, and we are glad to have had Athelera as our financial advisors. I have been working with Athelera and its bankers for over 10 years and they are undoubtedly a core resource to our organization."
- Oswaldo Cisneros
CEO
Oswaldo Cisneros Group
Transaction
The acquisition of three GSM wireless providers of Venezuela, Digitel S.A. owned by Telecom Italia, Infonet Redes de Comunicación S.A. owned by US-investor Raj Singh and Digicel C.A./Digital C.A. owned by Victor Gill, a Venezuelan banker and entrepreneur. Telvenco, the acquiring vehicle, was controlled by the Oswaldo Cisneros Group, a diversified industrial concern.
Challenges
This buy-side mandate represented a significant challenge as it consisted in the simultaneous purchase of three companies from owners in three different geographies: Italy, US and Venezuela. Additional difficulties arose from the fact that other buyers were also bidding for these companies, that Digitel had recently undergone a sale that was blocked by Venezuela antitrust authorities and that the three companies has previously held unfruitful merger discussions. The financial aspects of the transaction were made more complex by the existence of foreign exchange controls in Venezuela.
Athelera's Strategy
Athelera conducted parallel conversations with all target companies and focused on structuring and striking acceptable agreements with each of the sellers without compromising the overall financial, structural and governance attractiveness of the transaction to Athelera's client. A key to the discussions was the shared trust that all sellers had on the Oswaldo Cisneros Group, as it facilitated the job of matching the timing and structure differences of each transaction.
Result
Following over 6 months of intensive negotiations, we helped our client complete three acquisitions simultaneously. Digitel was structured as an outright acquisition for $425 million. Infonet and Digicel/Digital were structured as asset sales in exchange for Telvenco equity, which constituted basically a merger between the three companies, making Mr. Singh and Mr. Gill significant shareholders together with the Oswaldo Cisneros Group.
The new Digitel, formed by the union of Digitel, Infonet and Digicel/Digital will form Venezuela's only national GSM carrier with approximately 1.8 million subscribers.
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