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NTT to Take Mobile Unit Docomo Private for $38 Billion

Bloomberg logo Bloomberg 9/29/2020 Grace Huang and Gearoid Reidy

(Bloomberg) -- Nippon Telegraph & Telephone Corp. plans to turn its wireless carrier unit NTT Docomo Inc. into a wholly owned subsidiary, a move that may help Prime Minister Yoshihide Suga’s policy push to lower phone tariffs.

NTT will pay 3,900 yen a share to acquire the shares it doesn’t already hold, the companies said in a statement. The buyout is worth around 4.25 trillion yen ($40 billion), a more than 40% premium to Monday’s closing price in Tokyo. Given that parent NTT already controls 66% of the wireless carrier, any proposal is all but guaranteed to pass.

NTT and NTT Docomo CEOs News Conference © Bloomberg NTT and NTT Docomo CEOs News Conference

NTT CEO Jun Sawada, left, and NTT Docomo CEO Kazuhiro Yoshizawa attend a news conference on Sept. 29.

Photographer: Shoko Takayasu/Bloomberg

Docomo’s board said it’s in favor of the takeover by its parent, which will fund the purchase through borrowings. The tender offer, the largest for a Japanese company in history, is scheduled to start Sept. 30 and will be completed in the fiscal year ending March 31. When NTT spun out Docomo in 1998, it was also the biggest-ever initial public offering at the time.

While executives said talks on combining the two former national companies started in April, it comes at a fortuitous time for Suga, a little over two weeks after he succeeded Shinzo Abe as premier. Suga has made reducing phone bills charged by Docomo and Japan’s other major carriers an early priority, with data-heavy users in Tokyo paying more than three times for a monthly contract than those in Paris.

“In order to solidify his position, he must quickly deliver on some popular economic reforms and has likely already created a battle plan for a few,” John Vail, chief global strategist at Nikko Asset Management, wrote in a report earlier this month. “Lowering mobile phone costs will be the most popular with voters. Emphasis on the digitalization of the economy and antiquated government services is also likely popular and, thus, next on the list.”

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Docomo shares, which traded without the right to the next dividend, surged by their 18% limit at the close in Tokyo, having been untraded during market hours with buy orders exceeding offers after the Nikkei reported the plan first. NTT shares, which also traded Tuesday without the right to the next dividend, declined as much as 3.7%.

NTT’s Chief Executive Officer Jun Sawada acknowledged Tuesday that a tariff cut is on the cards. Both Sawada and Docomo CEO Kazuhiro Yoshizawa denied any link between government pressure for price cuts and the buyout.

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Sawada told reporters in an online press conference that discussions over the buyout began long before Suga took over as prime minister.

But as chief cabinet secretary under Abe, Suga had led a series of attacks against the mobile operators in 2018. While encouraging Rakuten Inc. to enter the market and scrapping fees aimed at discouraging customers from switching carriers, his campaign met with some success but did little to introduce true competition. Since first announcing his intention to take over as prime minister, he has continued to raise the issue.

‘Visible Way’

On Tuesday, Chief Cabinet Secretary Katsunobu Kato reiterated the government’s interest in lowering prices in a “visible way.”

NTT will borrow about 4.3 trillion yen to finance the buyout, it said. Japanese law requires the government to hold at least one third of NTT, which would make it difficult for the company to issue new shares for funds. Sawada confirmed there were no plans for a share sale. The firm had 1.09 trillion yen in cash and equivalents at the end of March.

“The deal would in the short run place a heavy burden on NTT’s finances and likely cap shareholder returns, in particular buybacks,” Mitsunobu Tsuruo, an analyst at Citi Research, wrote in a report.

Sawada said NTT Communications may be moved under Docomo, ruling out any plans to take NTT Data Corp. private. The buyout will enable Docomo to carry out the price cuts, which stem from customer’s demands for lower fees, both Sawada and Yoshizawa said.

Sense of Urgency

The main reason for the timing was a sense of urgency over Docomo’s market situation, Sawada said. Despite having the largest share in Japan, Docomo had slipped to third place in terms of its earning power, and international rivals were growing in strength. Docomo’s profits had already declined after a previous round of price cuts spurred by government pressure, and Sawada said he planned to make Docomo stronger by bringing it fully under NTT’s control, with the buyout enabling faster decision making.

Taking Docomo over will allow NTT to better handle the negative impact of lower mobile bills, said Atsushi Takeda, chief economist at Itochu Corp. In a mid-term plan in 2018 amid Suga’s attacks, Docomo had already signaled its profits would drop until fiscal 2023.

It’s “logical” to think that the move is aimed at softening the impact on the two companies, Takeda said.

If prices decline, “it would be a boost for the current administration,” he said.

(Updates with comments from NTT CEO in seventh paragraph)

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