UPDATE 1-Race is on for $6 bln Maroc stake as Etisalat picks banks

Mon Feb 25, 2013 6:49am EST

* Vivendi selling 53 pct Maroc stake worth about $6 bln

* Etisalat hires BNP, Attijariwafa as advisers - sources

* Bidders working on revised offers - sources

* Qtel and Korea Telecom among other bidders

By Dinesh Nair and Sophie Sassard

DUBAI/LONDON, Feb 25 (Reuters) - Etisalat, the United Arab Emirates' (UAE) biggest telecoms operator, has lined up advisers for its bid for Vivendi's 53 percent stake in Maroc Telecom.

Restarting its stalled expansion drive, Abu Dhabi-listed Etisalat picked BNP Paribas and Morocco's Attijariwafa Bank to advise on the deal, three banking sources said, speaking on condition of anonymity because the matter has not been made public.

A spokesman for Etisalat declined to comment.

The state-owned Abu Dhabi company's bid for Morocco's Maroc Telecom is its first public approach for a foreign company since a $12 billion bid for a controlling stake in Kuwait's Zain failed two years ago.

Since then, the operator has overhauled management by appointing a new chief executive and new heads of finance and strategy with an apparent focus away from overseas forays that failed to add much to the bottom line.

Vivendi, the French media, entertainment and telecoms conglomerate, is looking to sell several assets as part of an overhaul aimed at cutting debt and reducing its exposure to the capital-intensive telecoms business.

Its majority stake in Maroc Telecom is worth about $6 billion on current market value, and a potential buyer for the stake would also be expected to make a mandatory offer to minority shareholders, further boosting the takeover price.

Vivendi is also negotiating to sell its Brazilian subsidiary GVT and expects final bids in March, sources told Reuters. Brazilian newspaper Folha de S.Paulo reported on Sunday that the deal was weeks away, sending Vivendi shares up 3.5 percent on Monday morning.

Direct TV is discussing a stock-and-cash merger with GVT, but Vivendi has yet to decide whether forsaking a full cash bid for a minority stake in a bigger group makes sense, a source with direct knowledge of the talks said.

DEAL FINANCE

Several global banks had pitched for the Etisalat mandate, but the company chose BNP because of its strong presence in North Africa and its ability to raise financing for large deals, one of the sources said.

"The ability to raise financing is key in these deals. With Maroc, you are talking about a substantial deal, potentially the largest in Middle East and North Africa this year," a Dubai-based banking source said.

Etisalat is talking to banks about a syndicated loan of up to $8 billion to finance the potential transaction, banking sources told Reuters Loan and Pricing Corp this month.

Other bidders for the stake include Gulf operator Qatar Telecom (Qtel) and South Korea's KT Corp.

Vivendi has asked bidders to submit revised offers for the stake after all of them had expressed a "preliminary expression of interest", two of the sources said.

"The deal is getting very interesting now and the bidders are preparing revised offers. There is a formal process and in a couple of weeks the parties should be ready with new bids," one banking source close to the process said.

Qtel has hired J.P. Morgan Chase as adviser, while KT Corp picked Citigroup, Credit Suisse and Societe Generale to advise and finance a potential transaction, according to sources familiar with the matter.

Maroc Telecom has majority stakes in Gabon Telecom, Mauritania's MaurieTel, Burkina Faso's Onatel and Mali's Sotelma.

It posted a 17 percent drop in 2012 net profit this month, citing restructuring charges and a non-recurring contribution to the government. The Moroccan government is expected to retain its 30 percent holding in Maroc.