By Rogerio Jelmayer
SAO PAULO--The move by Telefonica SA (TEF) and a group of
Italian partners to allow Telefonica to gradually take control of
Telco, the largest shareholder in Telecom Italia SpA (TI), could
cause Brazil's antitrust agency to force the combined company to
sell at least some local assets, a former top antitrust official
said Tuesday.
"Combined, the companies will have more than 50% of the mobile
phone market in Brazil, so CADE [the government's anti-trust
council] is likely to ask the merged company to sell a portion of
its assets to local competitors or even to new players interested
in entering Brazil," said Fernando de Magalhaes Furlan, former CADE
chairman, in an interview.
Mr. Furlan, who was CADE chairman in 2011 and 2012, noted his
view was preliminary, given the fact that the companies have still
not published all details of the deal.
However, Mr. Furlan pointed out a public statement made by CADE
in 2007 on the occasion of Telefonica's purchase of a large
minority stake in Telco. Asked at the time by Telefonica itself to
comment on antitrust implications of the 2007 purchase, CADE said,
"Even the slightest change in Telefonica's holdings in Telecom
Italia...could compromise the competitive situation in the
[Brazilian] market, making greater intervention necessary."
Under terms of the deal announced this week, Telefonica will
boost Telco's capital and hold an option to buy the rest of it next
year.
Telefonica will immediately pay 324 million euros ($438 million)
in cash to buy new non-voting shares of Telco, lifting its
ownership stake to 66% from 46%, according to statements from
Assicurazioni Generali SpA (G.MI), Intesa Sanpaolo SpA (ISP.MI) and
Mediobanca SpA (MB.MI), all of which will remain junior Telco
shareholders.
Through their local subsidiaries, the companies have a dominant
presence in Brazil's mobile phone market. Telefonica Brasil SA
(VIV, VIVT4.BR), also known as Vivo, and TIM Participacoes SA (TSU,
TIMP3.BR), are the two biggest companies in terms of market share,
with 28.69% and 27.22%, respectively.
Claro, the local unit of Mexico's America Movil SAB (AMX,
AMX.MX), is the third-largest company, with a 24.97% market share,
followed by Oi SA (OIBR, OIBR4.BR), with 18.66%.
Brazil's mobile-phone industry has a total of 267 million active
phones, more than the country's population of around 200 million
people.
"This latest operation shows that Telefonica is taking control
of the Italian company," said Mr. Furlan. "As CADE has no
jurisdiction to judge a case in other countries, the only action
CADE can take is with regard to effects on the Brazilian market."
However, he said CADE is likely to be highly interested in
evaluating such effects.
According to Mr. Furlan, after the companies officially inform
CADE about the operation, the council will have a maximum period of
330 days to hand down a ruling.
A CADE spokeswoman confirmed the timetable, but said that the
anti-trust body will not comment on the substance of the operation
given the fact that the companies have not officially informed the
council as yet.
A spokesman for Brazil's telecommunications regulator ANATEL
said the agency will be involved in CADE's analysis of the
case.
Write to Rogerio Jelmayer at rogerio.jelmayer@wsj.com