* Vivendi in talks to sell 53 pct in Maroc Tel to Etisalat
* Choice of buyer must be approved by Morocco
* Morocco wants local minority investor -sources
* Etisalat not opposed and will have majority stake-sources
(Adds bullets, company context, shares)
By Christian Plumb, Leila Abboud and Sophie Sassard
PARIS/LONDON, July 9 Morocco wants Gulf telecom
operator Etisalat to take on a local partner as a
condition of backing its bid for a 53 percent stake in Maroc
Telecom, three sources familiar with the matter said.
French company Vivendi, which wants to sell its
controlling stake in the kingdom's biggest mobile and fixed
communications provider, needs the state to approve the buyer.
The government, which owns 30 percent of Maroc Telecom,
wants to ensure that the new owner of the country's largest
employer invests heavily in broadband and mobile infrastructure
needed for the economy.
Its demand for Etisalat to find a local partner is slowing
the deal's progress, but is not expected to derail it
completely. Etisalat would retain majority control and
consolidate the business on its books, and is not opposed in
principle to having a minority shareholder, two of the people
France's Vivendi and Etisalat have been negotiating the deal
since late April when the United Arab Emirates-based company
submitted an offer, which the seller chose over a lower bid from
"Morocco would like to be able to rely on another solid
Moroccan partner that could eventually become the voice of
Morocco within the company's board," said one source who asked
not to be identified because the deal negotiations are private.
The final deal structure is still being hammered out and it
remains to be seen who the local investor will be, the people
The local partner would not buy part of Vivendi's 53 percent
stake, but could buy the 17 percent of Maroc Telecom that is
floated on the stock exchange or part of the government's 30
percent stake. Under Moroccan financial market rules, the buyer
of Vivendi's stake would have to launch a bid for the minority
shareholders in any case.
One possible candidate would be Morocco's Caisse de Depot et
de Gestion (CDG), which is a public bank charged with holding
national savings and investing in the economy.
"CDG seems the most logical player because they have the
closest ties with the state and they also have the money," said
the source. "There could be someone else too - it's not clear -
but CDG will most likely lead the Moroccan consortium."
A spokesman for Vivendi declined to comment on Tuesday.
Etisalat did not return a request for comment.
Vivendi's shares were up 1.2 percent to 15.10 euros at 1431
GMT, outperforming the French blue-chip index and the
European telecoms index
The sale of Maroc Telecom is crucial to Vivendi's year-old
effort to remake itself by reducing exposure to the
capital-intensive telecom business to focus more on its
activities in video games, pay television, and music.
Vivendi needs the proceeds from the sale - which could total
4.1-4.5 billion euros, sources earlier told to pay
down debt to protect its credit rating and return money to
shareholders eager to see progress on Vivendi's transformation.
Vivendi said in late April that it aimed to finalise the
sale of Maroc Telecom by the autumn.
"Three-way deals are always complicated, especially when one
of the parties is a government," said a second source.
"There are hiccups here and there but overall the talks are
going well, the person said. Vivendi and Etisalat could make an
announcement by the end of the month, he said.
For Etisalat, buying Maroc Telecom would help it reduce
reliance on its home market of the United Arab Emirates by
bolstering its operations in Africa.
Maroc Telecom offers fixed-line, mobile and Internet
services in the kingdom and is one of Africa's biggest telecom
firms, with units in Burkina Faso, Gabon, Mali and Mauritania.
(Reporting by Christian Plumb, Leila Abboud and Sophie Sassard;
Editing by Erica Billingham)