*Reliance Comm, GTL Infra to merge tower ops***

Reliance Communications, India's second biggest cellphone operator, has
agreed to merge its telecoms communication towers business with that of GTL
Infrastructure Ltd to create what it said would be the world's largest
telecoms infrastructure firm not controlled by an operator.

Financial terms of the deal were not disclosed, but the combined operations
would have an enterprise value of over $11 billion and would own more than
80,000 towers, with more than 125,000 tenancies from over 10 operators,
Reliance Communications said on Sunday.

Debt-laden Reliance Communications, controlled by billionaire Anil Ambani,
earlier this month announced a plan to create an independent tower unit. It
had previously planned to spin-off its 95 percent-owned telecoms
infrastructure arm, Reliance Infratel, through an initial public offering.

Under the terms of Sunday's deal, GTL Infrastructure Chairman Manoj Tirodkar
would own 30 to 35 percent of the combined tower business and Ambani's
Reliance ADA Group would own 26 percent, with shareholders in the two firms
holding the remainder, sources with direct knowledge of the matter said.

GTL Infrastructure, which has a market value of $934 million, in January
agreed to buy Aircel's telecom towers for $1.8 billion, which gave it a
total of 32,500 towers.

India's 15-player cellular industry is fiercely competitive, with carriers
engaged in a margin-crushing tariff war and burdened with the expense of
third-generation (3G) licences that cost far more than expected in a recent
government auction.

India is the world's fastest-growing cellular market and with 600 million
users is the second largest, after China.

"There is a shake-up waiting to happen in the telecoms industry in the next
eight to 10 months. When that happens it is very important for Reliance
Communications to have a strong balance sheet with low debt," said
Jagannadham Thunuguntla, head of equity at SMC Capitals.

"Otherwise they may become a takeover candidate. But if you have a
relatively light balance sheet and relatively low leverage you can become an
acquirer," he said.

Shares in Reliance Comm, which is also looking to sell as much as a 26
percent stake in itself, have risen 33 percent in June. GTL Infrastructure
shares are up 24 percent this month.

DEBT REDUCTION

Under the GTL deal Reliance Comm said it would retain its optic fibre
network and related assets and would receive cash as part of the deal as
well as Reliance Comm shareholders getting shares in GTL Infrastructure.

One of the sources said Sunday's deal would result in a debt reduction of
180 billion rupees ($3.9 billion) for Reliance Comm. Its debt before the
deal stood at about 330 billion rupees, including the cost to finance its
recent third-generation spectrum licences, the person said.

Details on the cash infusion to Reliance Comm, and the share swap ratios
will be finalised in due course, the statement said.

Carriers in India have been hiving off their tower operations in order to
reduce their capital expenditure and debt burdens.

Spinning off tower holdings into an independent firm is intended to make it
easier to attract rival carriers as tenants.

"In the tower business scale is very important and it makes sense for a
serious player to consolidate with another player who has adequate
resources. This being a capital-intensive sector, consolidation is the way
to increase scale and tenancies," said Manesh Patel, partner, advisory
services, at Ernst & Young.

The deal is expected to close within six months, Reliance Comm said. GTL
Infrastructure was advised by Standard Chartered, while Reliance Comm did
not have investment bank advisors, one source said.

(US$1=46.05 rupees)


http://economictimes.indiatimes.com/news/news-by-industry/telecom/RCOM-merges-tower-biz-with-GTL-Infra/articleshow/6099463.cms

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