KUALA LUMPUR (Nov 7): CelcomDigi Bhd (KL:CDB), Maxis Bhd (KL:MAXIS), and YTL Power International Bhd (KL:YTLPOWR) may fork out a combined total of nearly RM1 billion to acquire all of Digital Nasional Bhd (DNB) shares by year end, said CIMB Securities.

Citing the shareholders' agreement between DNB and its investors, the house said the Ministry of Finance (MOF) may exercise a put option requiring CDB, Maxis, and YTL Power to acquire all of its ordinary shares and existing shareholder loans to DNB within one month after Nov 12, 2025 (from Nov 13 to Dec 12).

"In the event the MOF does not exercise the put option during the period, CDB, Maxis, and YTL Power may exercise a call option within one month after the lapse of the MOF’s put option (from Dec 13, 2025 till Jan 12, 2026)," said the research house. 

CIMB Securities said, based on the MOF’s initial RM500 million equity investment in DNB and an estimated shareholder loan and shareholder advance of  RM485 million by year end, CDB, Maxis, and YTL Power may have to fork out a total of RM985 million or RM328 million each.

Should the MOF not exercise this option, the three telcos then have a one-month call option window, from Dec 13, 2025 to Jan 12, 2026, to acquire the shares, it added.

CIMB Securities estimates DNB’s cash cost can be reduced to around RM1.1 billion in the financial year ending Dec 31, 2026 or FY2026 (FY2024: RM1.3 billion), assuming a reduction in staff cost, licence fees and interest charges (if the government provides soft loans). 

"To cover this (while holding back capital expenditure), 5G minimum commitment fees may need to average RM270 million to RM290 million across the four access seekers, which is within our existing assumptions," it added.

However,  If the MOF exits DNB, it estimates CDB, Maxis, and YTL Power will have to equity account for a 33.3% share of DNB’s net loss in FY2026, projected at around RM300 million.

"While this could dent CDB’s and Maxis’ FY2026 core net profit by 5% and 7% respectively, it is non-cash in nature," it added.

CIMB Securities said DNB recorded relatively low revenue of RM341 million in FY2024, as revenue from the access to and supply of 5G network capacity is recognised only when services are consumed by customers.

" We believe this approach was adopted because the access agreements contained a clause permitting access seekers to bring forward unutilised capacity. 

"However, we understand the clause has limited time validity, and revenue recognition going forward may be based on the minimum commitment fee (and additional capacity charges, where relevant) received from access seekers."

On the back of the low revenue recorded in FY2024, DNB posted loss before income tax, debt and amortisation (LBITDA) of RM484 million and a net loss of RM1.21 billion, it added.

With the coverage of populated area of DNB's network ranging between 80% and 82% during the year (versus 82.4% in August 2025), DNB incurred network operating costs of RM665 million (including RM88 million in regulatory fees), while total finance lease charges came in at RM383 million.

Meanwhile, staff costs — an area for future potential savings — totalled RM131 million.

In terms of its balance sheet, DNB had a net debt of RM4.43 billion at end-FY2024.  Its cash holding stood at RM435 million.