Welcome and thank you for watching this presentation on the XL Smartfren merger: Creating a Digital Champion in Indonesia. In today's agenda, we will go through the Axiata overview, the strong strategic rationale for the merger of XL Smartfren , its impact to Axiata, and lastly, our key message to our esteemed shareholders. The Axiata 5x5 Strategy is anchored on five vectors of value creation and five strategic priorities. With the proposed merger of XL Smartfren , we are executing Vector 2: Strategic and Structural Transformation in Indonesia. We are targeting three financial outcomes from our Axiata 5x5 Strategy: dividend per share of MYR 0.10 per annum, with aspirations to increase this progressively, high single-digit total shareholder return per annum, and net debt to EBITDA of 2.5 times by end of 2026.
The effective execution of the Axiata 5x5 strategy will lead to the group transforming into a converged connectivity group, with a top priority of improving cash flow and profits. Consolidation in Indonesia is a key step under this pivot. Our achievements in 2024 for our 5x5 strategy are: good execution of merger in Sri Lanka, delaying of fixed broadband in Indonesia, and transfer of subscribers completed in Q3 2024. Indonesia mobile consolidation of XL and Smartfren on track for completion by Q2 2025, and highest ever profit from Smartfren, XL, Robi, and EDOTCO, and maiden dividends declared by EDOTCO. For our FY24 financial performance, we have achieved RM 1 billion OPEX optimization from operational excellence across Whole Co and OpCos, and RM 2 billion CapEx optimization, which helped us deliver close to RM 1 billion PATAMI.
We outperformed our FY 2024 headline KPI with EBIT growth at 39.3%, while approximately RM 2.5 billion net debt reduction, resulting in net debt to EBITDA dropping to 2.74 times from 3.36 times in FY 2023. On the back of this performance, we have received RM 1.5 billion dividends from OpCos and declared 10 cent dividend per share at Axiata Group for FY 2024. Moving on to the strategic rationale of the XL Smartfren merger, XL has undergone a successful structural transformation and delivered strong growth.
In 2024, XL's revenue grew by 6% to IDR 34.4 trillion, with EBITDA margin improving to 52%, highest level over the past five years, with net profit surging 45% year- on- year. Mobile ARPU surged to IDR 43,000 year on year, fueled by traffic growth and high-quality subscriber base. Fixed broadband subscribers have surpassed the 1 million mark, supported by access to 6 million home passes across 127 cities in Indonesia.
The proposed strategic merger is envisioned to create a powerhouse in Indonesian telecom, with combined larger subscriber base, enhanced network infrastructure, and unlocking significant synergies. XL has been improving its dividend payout with increasing profitability. In 2025, XL is proposing to declare total dividends IDR 1,120 billion, which is 62% payout over 2024 net income. Overall dividend has increased by IDR 904 billion since 2020. The 2025 annual dividends amounted to IDR 85.7 per share. The dividends are expected to be approved in next annual AGMS on 25 March 2025, and dividends will be paid before the merger effective date within the first half of 2025. XL Smart is poised to transform Indonesia's digital economy. The combined entity will have pre-synergy enterprise value of over IDR 104 trillion, approximately $6.5 billion. Strategic partnership between two of Asia's leading digital telcos, Axiata and one of Indonesia's most renowned conglomerates, Sinar Mas.
This proposed merger will create scale and synergies, additionally allowing for rapid expansion at a time of vast technological change unleashed by AI. At present, Axiata holds a majority stake in XL Axiata, with an ownership percentage of 66.5%. The remaining 33.5% of the shares are held by minority shareholders. Similarly, the current shareholding structure of Smartfren is characterized by a dominant majority shareholder, with Sinar Mas holding a significant stake of 77.5% in Smartfren, while the remaining 22.5% of the shares are held by minority shareholders. The proposed merger of XL and Smartfren will result in XL Axiata as surviving entity, with Axiata and Sinar Mas owning equal stake of 34.8%, illustrating the mechanics of the transaction: merger ratio of 72:28 equity value split between Axiata and Smartfren, respectively.
XL Axiata will be the surviving entity and remain listed on the Indonesia Stock Exchange while issuing new shares to Smartfren shareholders as per merger ratio. As part of the merger, Sinar Mas will receive a 21.7% stake in XL Smart, while Axiata's stake will be 47.9%. Concurrent to the merger, Sinar Mas would acquire an additional 13.1% stake in XL S mart from Axiata at a cash consideration of $400 million at completion of the proposed merger and $75 million on the first anniversary of the merger. The merger is subject to the satisfaction of certain conditions. Ultimately, Axiata and Sinar Mas would each own 34.8% stake in XL Smart and will remain joint controlling shareholders with equal influence over XL Smart's strategic direction.
At this stage, we project the transaction to close within the first half of 2025, subject to obtaining MOCI, OJK, and shareholder approvals at Axiata, XL Smartfren EGMs. XL Smart will have a top-notch management, each with more than 20 years of experience drawn equally from the ranks of both Axiata and Sinar Mas. Rajiv Sethi will lead the team as Chief Executive Officer. Rajiv is currently the CEO of Robi Axiata, with prior notable success in turning around Ooredoo Myanmar's operations as its CEO. He was also Chief Commercial Officer of Airtel Africa and CEO at Grameenphone. Antony Susilo will be CFO of XL Smart. He was most recently CFO at Smartfren. He has previously worked in finance roles at Excelcomindo Pratama, Arthur Andersen, Prasetio Utomo, and KPMG. I will now highlight the rationale of the proposed merger.
Firstly, XL Smart will have a greater scale and be commercially stronger. Second, rationale involves realizing synergistic value and operational efficiencies. Three, the merger will have the benefit of local partnership and strong ecosystem support from the shareholders. Last but not least, the merger will be a base for financial resilience and improved returns. We will now go into further detail for each of these rationale. The merger will result in a stronger mobile operator and transform the Indonesian mobile sector into a three-player market with healthy and meaningful competition. Post-merger, XL Smart will boast an impressive base of approximately 94.3 million mobile subscribers, marking a transformative leap from the standalone positions of XL and Smartfren. With this strengthened foundation, XL Smart is strategically positioned to compete in the market and significantly expand its customer base.
Proforma revenue stands at IDR 45.8 trillion and EBITDA at IDR 22.5 trillion as of December 2024. This is 25% market share of the overall mobile market. With this scale, XL Smart is set to transform Indonesia's telecom landscape into a more sustainable three-player market, fostering healthy competition and enhanced services. The merger will also allow XL Smart to gain sufficient scale in spectrum to compete against other telcos in Indonesia. Larger spectrum holdings will also provide greater capacity for XL Smart to improve the network experience for its now enlarged customer base. The integration strategy is centered on achieving operational efficiencies and cost optimization through initiatives such as network streamlining, procurement enhancements, and strengthening digital channels. One key focus is the planned decommissioning of 20%-30% of overlapping network sites, which will deliver substantial cost savings and resource efficiencies.
On the commercial front, strategic network expansions and enriched digital experiences will enable effective cross-selling while fostering stronger customer loyalty. This will realize annual run-rate pre-tax synergies of $300 million to $400 million upon completion of the integration, reaffirming the strong financial foundation and strategic rationale for this merger. Axiata has tremendous expertise to ensure a successful merger and create a formidable Merged Co. With Axiata's proven track record of in-country telco consolidation, we have strengthened our market positions to be number one in Malaysia, Cambodia, and Sri Lanka, following the mergers and acquisitions of CelcomDigi, Hello- Smart, and Dialog- Airtel, respectively. With the merger of Robi and Airtel, it is now a strong number two in Bangladesh, while the merger of XL Smartfren and AXIS will create a stronger number three player in Indonesia.
Furthermore, Axiata has delivered effective results of in-country consolidation, where control is not necessary, but at least joint control is a must. The joint control model between Axiata and Sinar Mas for XL Smart is similar to the tried-and-tested model implemented between Axiata and Telenor for CelcomDigi in Malaysia. CelcomDigi has successfully completed its first two years of integration phase to deliver net synergies of approximately RM 1.6 billion after incurring peak integration cost in 2024. As for the mergers and acquisitions in Sri Lanka and Bangladesh, we have improved performance and resilience for Dialog and Robi, respectively. Indonesia's ARPU remains below that of regional peers. This presents significant opportunities for growth and expansion. We have seen 4%- 7% ARPU uplift during previous mergers: XL and Axis in 2014, and Indosat and Hutch in 2022.
Through this merger, we are well positioned to drive ARPU growth, drawing on insights from previous market consolidations. Moving on to the impact of the merger to Axiata: Sinar Mas will be paying $475 million cash proceeds to Axiata to acquire 13.1% stake to achieve joint control of XL Smart, with each party holding 34.8% stake. The implied MergeCo equity value for this equalization payment is IDR 3,189 per share, translating into a premium of 35% to the simple MergeCo combination share price of IDR 2,350. The equalization payment captures the premium arising from the prospects of the mobile telecommunications industry in Indonesia and prospects of MergeCo , the rationale and benefits of the merger as discussed earlier, as well as joint control between Axiata and Sinar Mas post the merger. This premium also reflects the confidence for MergeCo to deliver long-term profitability expansion.
Illustrating the impact from the merger, assuming it has been effected on 1 January 2024, the pro forma reflects the deconsolidation of XL and lower finance cost as cash consideration of $475 million from Sinar Mas is utilized to pare down existing borrowings. PATAMI will decrease from RM 947 million to RM 627 million. Gearing will reduce from 1.24 times to 0.74 times, and net debt to EBITDA from 2.64 times to 2.53 times. This aligns with our Axiata 5x5 Strategy to reduce net debt to EBITDA to 2.5 times by end of 2026. This transaction will lead to value accretion of about $200 million to Axiata, with future upside once synergies are realized. Value of Axiata stake in XL pre-merger is $1.2 billion. Post-merger, the value of Axiata stake in XL Smart is $900 million, and Axiata will be receiving $475 million as equalization payment.
Hence, the total value to Axiata is $1.4 billion, with $200 million accretion in value to Axiata. This aligns with our aspiration to deliver the high single-digit total shareholder return per annum under the Axiata 5x5 Strategy. Lastly, as our key message to our shareholders, to conclude, we want to highlight Axiata 5x5 Strategy, focusing to execute Vector 2 with the proposed merger and our commitment to achieve the targeted financial outcome of target dividend per share per annum, high single-digit total shareholder return per annum, and net debt to EBITDA of 2.5 times by end of 2026. In closing, we invite all shareholders to attend the upcoming Axiata EGM on 24 March 2025 and vote in favor of the ordinary resolution of the proposed XL Smartfren merger. Your support is crucial to realizing the benefits of this merger and driving our shared success. Thank you.