DIGI.COM BERHAD (“DIGI” OR “COMPANY”)

(I)     PROPOSED MERGER OF CELCOM AXIATA BERHAD (“CELCOM”) AND DIGI (“PROPOSED MERGER”); AND

(II)    PROPOSED EXEMPTION UNDER PARAGRAPH 4.08(1)(A) OF THE RULES ON TAKE OVERS, MERGERS AND COMPULSORY ACQUISITIONS (“RULES”) FOR AXIATA  GROUP BERHAD (“AXIATA”) AND PERSONS ACTING IN CONCERT (“PAC”) WITH IT, FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER TO ACQUIRE THE REMAINING ORDINARY SHARES IN DIGI NOT ALREADY OWNED BY IT AND ITS PACs UPON COMPLETION OF THE PROPOSED MERGER (“PROPOSED EXEMPTION”)

(THE ABOVE ARE TO BE COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

We refer to the announcements dated 8 April 2021, 21 June 2021, 24 November 2021 and 28 January 2022 in relation to the Proposals.

On behalf of the Board of Directors of Digi, CIMB Investment Bank Berhad wishes to notify that subsequent to the announcement on 24 November 2021, the Malaysian Communications and Multimedia Commission (“MCMC”) has issued to Digi Telecommunications Sdn Bhd (“Digi Tel”) and Celcom a Statement of Issues (“SOI”) dated 1 April 2022 pursuant to the MCMC’s Guidelines on Mergers and Acquisitions (the “Guidelines”). The SOI sets out the MCMC’s preliminary view on competition effects that could arise from the potential merger, and invites Digi Tel and Celcom as applicants to submit comments, information and remedies on its assessment.

MCMC in its SOI has informed that Digi Tel and Celcom will need to collectively address preliminary competition concerns across indicated market areas as below, and respond to possible remedy recommendations provided in the SOI.  

(i)     The national retail market for mobile & low-speed fixed broadband and data services, including the related local distribution channel markets;

(ii)    The national retail market for mobile voice and Person-to-Person (P2P) messaging services, including the related local distribution channel market(s);

(iii)   The national wholesale market for mobile voice and P2P messaging services (including network sharing arrangements); and

(iv)   The national wholesale market for mobile broadband services (including network sharing arrangements)

The issuance of SOI is part of the merger assessment process under the Guidelines. It is intended to provide an opportunity for Digi Tel and Celcom to make submission(s) in response to MCMC's preliminary findings, in line with the Guidelines. The SOI indicates that this is not the final decision of MCMC. The Company will continue to engage with the MCMC to provide a comprehensive response to the SOI for MCMC’s considerations prior to their final decision.

This announcement is dated 1 April 2022.