THE EVENT:

India's Bharti Airtel Ltd. (532454.BY), India's largest mobile operator by subscribers, Wednesday said it had decided to end discussions with South Africa's MTN Group Ltd. (MTN.JO) over a potential tie-up that had a total deal value of around $24 billion.

The latest deadline for exclusive negotiations ended Wednesday, having been twice extended.

A combined Bharti-MTN would have created the world's third-largest mobile phone operator by subscribers behind China Mobile Ltd. (CHL) and Vodafone Group PLC (VOD), with about 200 million customers and revenue of more than $20 billion.

MTN operates in 21 countries in Africa and the Middle East while Bharti is India's biggest operator by subscribers and also provides mobile communications in Sri Lanka.

THE PROPOSED DEAL TERMS

The two companies had insisted a deal would let them maintain their strong growth and is why they resumed negotiations in May, almost one year after similar talks collapsed as they couldn't reach agreement on management structure.

Bharti had proposed to buy 49% of MTN, and Bharti Airtel has also agreed to sell MTN a 36% stake for $10 billion. Earlier this month, Bharti sweetened its offer for a 49% stake in MTN by $900 million to $14 billion in cash and agreed to retain MTN's senior management for at least two years.

THE HURDLES:

The Securities and Exchange Board of India said earlier in September that takeover rules on triggering an open offer now would be applicable for entities acquiring global depositary receipts or American depositary receipts with voting rights in an Indian firm.

Under this regulation, MTN would have needed to make a mandatory offer for another 20% of Bharti on top of the original 36%, pushing the foreign investment in Bharti over the 74% limit as there are other foreign investors on the Indian mobile operator's share register.

In addition, the South African government demanded a dual-listing, reflecting the status of MTN as a national champion. But current Indian regulations prohibit a dual listing. The Indian government said it never received any proposal for a dual listing from Bharti, according to finance ministry officials.

South Africa has demonstrated that it is open to large cross border deals after earlier this year Vodafone took a controlling stake in Vodacom, another large South African wireless carrier. Still, having sanctioned the sale of one national champion to a foreign buyer, South African officials were sensitive about another one in the same sector changing hands, people familiar with the discussions have said.

Shareholder approval wasn't a concern for Bharti. Its founding family owns more than 45% of the company, and Singapore Telecommunications Ltd. (Z74.SG), which backed the deal, owns 30%.

South African state-owned pension fund manager Public Investment Corp. is MTN's largest shareholders with a stake of more than 20%, and had given its conditional approval for a deal.

WHAT THEY SAID:

Bharti Airtel statement: "This structure needed an approval from the government of South Africa, which has expressed its inability to accept it in the current form. In view of this, both companies have taken the decision to disengage from discussion," Bharti said in a statement.

MTN was expected to issue its own statement later on Wednesday.

WHAT NEXT:

In its statement Wednesday, Bharti Airtel said it hoped the South African government would review its position in the future, and that it would continue to eye international expansion opportunities.