89
Airline mergers and acquisitions are on the rise across the globe. Theses mergers and acquisitions are highly strategic involving several considerations Moreover airline mergers and acquisitions bear serious implications for travelers as well as airline employees. Important issues related to airline mergers and acquisitions are time, approvals, efficiency, competition, passenger benefits and strife. VED PRAKASH TIWARI BBA 2007-2010 AMITY UNIVERSITY

Mergers and Acquisitions

Embed Size (px)

Citation preview

Page 1: Mergers and Acquisitions

Airline mergers and acquisitions are on the rise across the globe. Theses mergers and acquisitions are highly strategic involving several considerations Moreover airline mergers and acquisitions bear serious implications for travelers as well as airline employees. Important issues related to airline mergers and acquisitions are time, approvals, efficiency, competition, passenger benefits and strife.

VED PRAKASH TIWARIBBA

2007-2010AMITY UNIVERSITY

Page 2: Mergers and Acquisitions

Page

[ ] February 22, 2010

AMITY UNIVERSITY

Mergers and Acquisitions: Aviation Industry

Kingfisher and air deccan

Air india and Indian airlines

For the partial completion of BBA programme

Submitted To: Submitted By:

Mr.Ashish Noel Ved Prakash Tiwari

A3906407446

Page 3: Mergers and Acquisitions

Page

[ ] February 22, 2010

Abstract

Airline mergers and acquisitions are on the rise across the globe. Theses

mergers and acquisitions are highly strategic involving several

considerations.

Moreover airline mergers and acquisitions bear serious implications for

travelers as well as airline employees. Important issues related to airline

mergers and acquisitions are time, approvals, efficiency, competition,

passenger benefits and strife.

The airlines industry is abuzz with news of mergers and acquisitions. In the

last few years airline mergers and acquisitions have been a growing trend in

several countries across the globe. However mergers and acquisitions in the

aviation industry are highly strategic in nature and are undertaken after

taking into consideration several important factors.

Some of the important factors considered by airlines in taking merger and

acquisition decisions are -

The coverage area of the other airline. Strategically an airline would like to

merge with or acquire an airline that operates in routes different from its

own. This helps in expanding service coverage and avoiding overlapping of

flight schedules. The quality of service and brand image of the other airline.

Page 4: Mergers and Acquisitions

Page

[ ] February 22, 2010

If the other airline has any partnership with a rival group of airlines.

From the point of view of customers mergers and acquisitions may lead to

increased airfares. This is because mergers and acquisitions reduce the

number of operators thereby reducing competition and pushing up prices in

the aviation industry.

Airline mergers and acquisitions also have important impacts on the

employees of the participating airlines.

Page 5: Mergers and Acquisitions

Page

[ ] February 22, 2010

Index

Particular page no.

1.Abstract 3

2.Introduction 10

3.motive behind m&n 16

4.merger success 22

5. merger failure 24

6.merger wave 26

7.Aviation industry 31

8.Kingfisher red 33

9.Air deccan 36

10.Indian airlines 47

11.Air india 48

12.Merger 53

13.Conclusion 57

14.Biblography 60

Page 6: Mergers and Acquisitions

Page

[ ] February 22, 2010

CERTIFICATE

This is to certify that the present study “mergers and acquisition in

aviation industry” has been carried out by Ved Prakash Tiwari of BBA , under

my direct supervision. I am glad to forward this for the partial fulfillment for BBA.

Project guide: Mr.Ashish Noel

Page 7: Mergers and Acquisitions

Page

[ ] February 22, 2010

Acknowledgement

I would like to heart fully acknowledge my gratitude and thanks to all the panelists

who took active part in accomplishing my project.

At the very outset, I wish to thank Mr.Ashish Noel, who helped me to choose such

an interesting topic to work upon as a full fledged project and guiding me at each

step interacting with him gave me a completely different view to look at a subject,

throughout its completion.

I am also thankful to all the faculty of my institute, who helped me in giving all the

required information in a very cooperative manner. The project would not have

been possible without the help of my friends and colleagues who have been patient

enough with me.

Page 8: Mergers and Acquisitions

Page

[ ] February 22, 2010

Objective

The idea behind the research project is to study Merger and Acquisition and based

on the study finding out the main reason a firm goes for a merger. Also will try to

find if the M&A is always beneficial or it backfires also and the reason for the

same. I will be developing a case study on the proposed merger of kingfisher and

air deccan,air india and Indian airlines the study will help in finding the main

reason behind the merger and the advantages and benefits which companies derive

and the cost it will pay if it goes haywire.

Page 9: Mergers and Acquisitions

Page

[ ] February 22, 2010

Methodology

The project will start with the study of literature (theory and various research

papers on ―Mergers and Acquisitions‖). The study of work of various researchers

and scholars will help me to have the overview of M&A, how it has evolved and

what are the rationale behind the process, motives, benefits and opportunities. Also

the problems faced by the firm going for it and the ex-efficiencies developed by

the firms during the process. To cover the part related to the literature I will go

through books on M&A and the research papers downloaded from internet. Then I

will try to narrow down my approach to Indian context. I will study one recent

M&A in aviation industry. Finally I will try to develop a case study regarding the

proposed merger of kingfisher and air deccan,air india and Indian airlines . As

throughout the project I shall be making use of secondary data. So the report will

be true only to the extent of the information available on the net and magazines and

newspapers.

Page 10: Mergers and Acquisitions

Page

[ ] February 22, 2010

Introduction

Mergers and acquisitions

The phrase mergers and acquisitions (abbreviated M&A) refers to the aspect of

corporate strategy, corporate finance and management dealing with the buying,

selling and combining of different companies that can aid, finance, or help a

growing company in a given industry grow rapidly without having to create

another business entity.

Acquisition

An acquisition, also known as a takeover or a buyout or "merger", is the buying of

one company (the ‘target’) by another. An acquisition may be friendly or hostile.

In the former case, the companies cooperate in negotiations; in the latter case, the

takeover target is unwilling to be bought or the target's board has no prior

knowledge of the offer. Acquisition usually refers to a purchase of a smaller firm

by a larger one. Sometimes, however, a smaller firm will acquire management

control of a larger or longer established company and keep its name for the

combined entity. This is known as a reverse takeover. Another type of acquisition

is reverse merger, a deal that enables a private company to get publicly listed in a

short time period. A reverse merger occurs when a private company that has strong

prospects and is eager to raise financing buys a publicly listed shell company,

usually one with no business and limited assets. Achieving acquisition success has

proven to be very difficult, while various studies have shown that 50% of

acquisitions were unsuccessful.The acquisition process is very complex, with many

dimensions influencing its outcome.

Page 11: Mergers and Acquisitions

Page

[ ] February 22, 2010

The buyer buys the shares, and therefore control, of the target company being

purchased. Ownership control of the company in turn conveys effective control

over the assets of the company, but since the company is acquired intact as a going

concern, this form of transaction carries with it all of the liabilities accrued by that

business over its past and all of the risks that company faces in its commercial

environment.

The buyer buys the assets of the target company. The cash the target receives from

the sell-off is paid back to its shareholders by dividend or through liquidation. This

type of transaction leaves the target company as an empty shell, if the buyer buys

out the entire assets. A buyer often structures the transaction as an asset purchase

to "cherry-pick" the assets that it wants and leave out the assets and liabilities that

it does not. This can be particularly important where foreseeable liabilities may

include future, unquantified damage awards such as those that could arise from

litigation over defective products, employee benefits or terminations, or

environmental damage. A disadvantage of this structure is the tax that many

jurisdictions, particularly outside the United States, impose on transfers of the

individual assets, whereas stock transactions can frequently be structured as like-

kind exchanges or other arrangements that are tax-free or tax-neutral, both to the

buyer and to the seller's shareholders.

The terms "demerger", "spin-off" and "spin-out" are sometimes used to indicate a

situation where one company splits into two, generating a second company

separately listed on a stock exchange.

Page 12: Mergers and Acquisitions

Page

[ ] February 22, 2010

Distinction between mergers and acquisitions

Although they are often uttered in the same breath and used as though they were

synonymous, the terms merger and acquisition mean slightly different things.

When one company takes over another and clearly establishes itself as the new

owner, the purchase is called an acquisition. From a legal point of view, the target

company ceases to exist, the buyer "swallows" the business and the buyer's stock

continues to be traded.

In the pure sense of the term, a merger happens when two firms agree to go

forward as a single new company rather than remain separately owned and

operated. This kind of action is more precisely referred to as a "merger of equals".

The firms are often of about the same size. Both companies' stocks are surrendered

and new company stock is issued in its place. For example, in the 1999 merger of

Glaxo Wellcome and SmithKline Beecham, both firms ceased to exist when they

merged, and a new company, GlaxoSmithKline, was created.

In practice, however, actual mergers of equals don't happen very often. Usually,

one company will buy another and, as part of the deal's terms, simply allow the

acquired firm to proclaim that the action is a merger of equals, even if it is

technically an acquisition. Being bought out often carries negative connotations,

therefore, by describing the deal euphemistically as a merger, deal makers and top

managers try to make the takeover more palatable. An example of this would be

the takeover of Chrysler by Daimler-Benz in 1999 which was widely referred to in

the time.

Page 13: Mergers and Acquisitions

Page

[ ] February 22, 2010

A purchase deal will also be called a merger when both CEOs agree that joining

together is in the best interest of both of their companies. But when the deal is

unfriendly - that is, when the target company does not want to be purchased - it is

always regarded as an acquisition.

Whether a purchase is considered a merger or an acquisition really depends on

whether the purchase is friendly or hostile and how it is announced. In other words,

the real difference lies in how the purchase is communicated to and received by the

target company's board of directors, employees and shareholders. It is quite normal

though for M&A deal communications to take place in a so called 'confidentiality

bubble' whereby information flows are restricted due to confidentiality agreements

(Harwood, 2005).

Page 14: Mergers and Acquisitions

Page

[ ] February 22, 2010

Business valuation

The five most common ways to valuate a business are

1. asset valuation,

2. historical earnings valuation,

3. future maintainable earnings valuation,

4. relative valuation (comparable company & comparable transactions),

5. discounted cash flow (DCF) valuation

Professionals who valuate businesses generally do not use just one of these

methods but a combination of some of them, as well as possibly others that are not

mentioned above, in order to obtain a more accurate value. These values are

determined for the most part by looking at a company's balance sheet and/or

income statement and withdrawing the appropriate information. The information in

the balance sheet or income statement is obtained by one of three accounting

measures: a Notice to Reader, a Review Engagement or an Audit.

Accurate business valuation is one of the most important aspects of M&A as

valuations like these will have a major impact on the price that a business will be

sold for. Most often this information is expressed in a Letter of Opinion of Value

(LOV) when the business is being valuated for interest's sake. There are other,

more detailed ways of expressing the value of a business. These reports generally

get more detailed and expensive as the size of a company increases, however, this

is not always the case as there are many complicated industries which require more

attention to detail, regardless of size.

Page 15: Mergers and Acquisitions

Page

[ ] February 22, 2010

Financing M&A

Mergers are generally differentiated from acquisitions partly by the way in which

they are financed and partly by the relative size of the companies. Various methods

of financing an M&A deal exist:

Cash

Payment by cash. Such transactions are usually termed acquisitions rather than

mergers because the shareholders of the target company are removed from the

picture and the target comes under the (indirect) control of the bidder's

shareholders.

Specialist M&A advisory firms

Although at present the majority of M&A advice is provided by full-service

investment banks, recent years have seen a rise in the prominence of specialist

M&A advisers, who only provide M&A advice (and not financing). These

companies are sometimes referred to as Transition companies, assisting businesses

often referred to as "companies in transition." To perform these services in the US,

an advisor must be a licensed broker dealer, and subject to SEC (FINRA)

regulation. More information on M&A advisory firms is provided at corporate

advisory.

Page 16: Mergers and Acquisitions

Page

[ ] February 22, 2010

Motives behind M&A

The dominant rationale used to explain M&A activity is that acquiring firms seek

improved financial performance. The following motives are considered to improve

financial performance:

Economy of scale: This refers to the fact that the combined company can often

reduce its fixed costs by removing duplicate departments or operations, lowering

the costs of the company relative to the same revenue stream, thus increasing profit

margins.

Economy of scope: This refers to the efficiencies primarily associated with

demand-side changes, such as increasing or decreasing the scope of marketing and

distribution, of different types of products.

Increased revenue or market share: This assumes that the buyer will be

absorbing a major competitor and thus increase its market power (by capturing

increased market share) to set prices.

Cross-selling: For example, a bank buying a stock broker could then sell its

banking products to the stock broker's customers, while the broker can sign up the

bank's customers for brokerage accounts. Or, a manufacturer can acquire and sell

complementary products.

Synergy: For example, managerial economies such as the increased opportunity of

managerial specialization. Another example are purchasing economies due to

increased order size and associated bulk-buying discounts.

Page 17: Mergers and Acquisitions

Page

[ ] February 22, 2010

Taxation: A profitable company can buy a loss maker to use the target's loss as

their advantage by reducing their tax liability. In the United States and many other

countries, rules are in place to limit the ability of profitable companies to "shop"

for loss making companies, limiting the tax motive of an acquiring company.

Geographical or other diversification: This is designed to smooth the earnings

results of a company, which over the long term smoothens the stock price of a

company, giving conservative investors more confidence in investing in the

company. However, this does not always deliver value to shareholders (see below).

Resource transfer: resources are unevenly distributed across firms (Barney, 1991)

and the interaction of target and acquiring firm resources can create value through

either overcoming information asymmetry or by combining scarce resources.

Vertical integration: Vertical integration occurs when an upstream and

downstream firm merge (or one acquires the other). There are several reasons for

this to occur. One reason is to internalise an externality problem. A common

example is of such an externality is double marginalization. Double

marginalization occurs when both the upstream and downstream firms have

monopoly power, each firm reduces output from the competitive level to the

monopoly level, creating two deadweight losses. By merging the vertically

integrated firm can collect one deadweight loss by setting the upstream firm's

output to the competitive level. This increases profits and consumer surplus. A

merger that creates a vertically integrated firm can be profitable.

Page 18: Mergers and Acquisitions

Page

[ ] February 22, 2010

However, on average and across the most commonly studied variables, acquiring

firms' financial performance does not positively change as a function of their

acquisition activity. Therefore, additional motives for merger and acquisition that

may not add shareholder value include:

Diversification: While this may hedge a company against a downturn in an

individual industry it fails to deliver value, since it is possible for individual

shareholders to achieve the same hedge by diversifying their portfolios at a much

lower cost than those associated with a merger.

Manager's hubris: manager's overconfidence about expected synergies from

M&A which results in overpayment for the target company.

Empire-building: Managers have larger companies to manage and hence more

power.

Manager's compensation: In the past, certain executive management teams had

their payout based on the total amount of profit of the company, instead of the

profit per share, which would give the team a perverse incentive to buy companies

to increase the total profit while decreasing the profit per share (which hurts the

owners of the company, the shareholders); although some empirical studies show

that compensation is linked to profitability rather than mere profits of the company.

Page 19: Mergers and Acquisitions

Page

[ ] February 22, 2010

Effects on management

A study published in the July/August 2008 issue of the Journal of Business

Strategy suggests that mergers and acquisitions destroy leadership continuity in

target companies’ top management teams for at least a decade following a deal.

The study found that target companies lose 21 percent of their executives each year

for at least 10 years following an acquisition – more than double the turnover

experienced in non-merged firms.

M&A marketplace difficulties

In many states, no marketplace currently exists for the mergers and acquisitions of

privately owned small to mid-sized companies. Market participants often wish to

maintain a level of secrecy about their efforts to buy or sell such companies. Their

concern for secrecy usually arises from the possible negative reactions a company's

employees, bankers, suppliers, customers and others might have if the effort or

interest to seek a transaction were to become known. This need for secrecy has

thus far thwarted the emergence of a public forum or marketplace to serve as a

clearinghouse for this large volume of business. In some states, a Multiple Listing

Service (MLS) of small businesses for sale is maintained by organizations such as

Business Brokers of Florida (BBF). Another MLS is maintained by International

Business Brokers Association (IBBA).

A transaction typically requires six to nine months and involves many steps.

Locating parties with whom to conduct a transaction forms one step in the overall

process and perhaps the most difficult one. Qualified and interested buyers of

multimillion dollar corporations are hard to find. Even more difficulties attend

bringing a number of potential buyers forward simultaneously during negotiations.

Page 20: Mergers and Acquisitions

Page

[ ] February 22, 2010

Potential acquirers in an industry simply cannot effectively "monitor" the economy

at large for acquisition opportunities even though some may fit well within their

company's operations or plans.

An industry of professional "middlemen" (known variously as intermediaries,

business brokers, and investment bankers) exists to facilitate M&A transactions.

These professionals do not provide their services cheaply and generally resort to

previously-established personal contacts, direct-calling campaigns, and placing

advertisements in various media. In servicing their clients they attempt to create a

one-time market for a one-time transaction. Stock purchase or merger transactions

involve securities and require that these "middlemen" be licensed broker dealers

under FINRA (SEC) in order to be compensated as a % of the deal. Generally

speaking, an unlicensed middleman may be compensated on an asset purchase

without being licensed. Many, but not all, transactions use intermediaries on one or

both sides. Despite best intentions, intermediaries can operate inefficiently because

of the slow and limiting nature of having to rely heavily on telephone

communications. Many phone calls fail to contact with the intended party. Busy

executives tend to be impatient when dealing with sales calls concerning

opportunities in which they have no interest. These marketing problems typify any

private negotiated markets. Due to these problems and other problems like these,

brokers who deal with small to mid-sized companies often deal with much more

strenuous conditions than other business brokers. Mid-sized business brokers have

an average life-span of only 12–18 months and usually never grow beyond 1 or 2

employees. Exceptions to this are few and far between. Some of these exceptions

include The Sundial Group, Geneva Business Services, Corporate Finance

Associates and Robbinex.

Page 21: Mergers and Acquisitions

Page

[ ] February 22, 2010

The market inefficiencies can prove detrimental for this important sector of the

economy. Beyond the intermediaries' high fees, the current process for mergers and

acquisitions has the effect of causing private companies to initially sell their shares

at a significant discount relative to what the same company might sell for were it

already publicly traded. An important and large sector of the entire economy is

held back by the difficulty in conducting corporate M&A (and also in raising

equity or debt capital). Furthermore, it is likely that since privately held companies

are so difficult to sell they are not sold as often as they might or should be.

Previous attempts to streamline the M&A process through computers have failed to

succeed on a large scale because they have provided mere "bulletin boards" - static

information that advertises one firm's opportunities. Users must still seek other

sources for opportunities just as if the bulletin board were not electronic. A

multiple listings service concept was previously not used due to the need for

confidentiality but there are currently several in operation. The most significant of

these are run by the California Association of Business Brokers (CABB) and the

International Business Brokers Association (IBBA) These organizations have

effectivily created a type of virtual market without compromising the

confidentiality of parties involved and without the unauthorized release of

information.

One part of the M&A process which can be improved significantly using

networked computers is the improved access to "data rooms" during the due

diligence process however only for larger transactions. For the purposes of small-

medium sized business, these datarooms serve no purpose and are generally not

used.

Page 22: Mergers and Acquisitions

Page

[ ] February 22, 2010

M&A Success

The success rate of acquiring and merging companies is between 40% and 50%

measured over a range of criteria (Kitching (1974), Egon Zehnder (1987), Norburn

and Schoenberg (1987), Bishop and Kay (1993).

To be successful, the merging companies should:

Be explicit about how the merger fits into the corporate strategies of the two

companies and make sure those criteria remain visible throughout.

Plan the integration in detail.

Have clear and tight management control of all the interfaces.

Communicate clearly, honestly and frequently to the whole work force to set

expectations. Management credibility will depend on whether it does what is says.

Not try to simply merge the two companies but build a new company, with an

identifiable brand, logo and name.

Build on the best practices and approaches of both companies to create the new

company and position those as the New Company‟s procedures. This will help to

avoid the winners and losers syndrome.

Focus on a few major issues which deliver the major synergies and cost savings.

Detail can distract the senior management from the key task.

Page 23: Mergers and Acquisitions

Page

[ ] February 22, 2010

Move quickly. Speed is one way of reducing resistance. Remember, most mergers

take twice as long as expected. Therefore integrate selectively. Spend a time to

make the systems inter-work quickly and plan a fuller integration later.

Above all, remember you are dealing with people. They are the resource which

will make the merger work at every level and need to be treated with respect and

sensitivity. Mergers across geographic boundaries always create the potential for

extra cultural clash. US and UK mergers often appear to be easier because of

language and business process. However there are still national differences.

Page 24: Mergers and Acquisitions

Page

[ ] February 22, 2010

M&A failure

Reasons for frequent failure of M&A were analyzed by Thomas Straub in

"Reasons for frequent failure in mergers and acquisitions - a comprehensive

analysis", DUV Gabler Edition, 2007. Despite the goal of performance

improvement, results from mergers and acquisitions (M&A) are often

disappointing. Numerous empirical studies show high failure rates of M&A deals.

The effect of M&A evolution in a transition economy, especially where the

presence of rent-seeking and relationship-based transactions is significant, may

cause destructive entrepreneurship. From a socio-economic and cultural views, the

degree of positive impacts it may result in for domestic entrepreneurship will

perhaps be the single most important indicator. Studies are mostly focused on

individual determinants. The literature therefore lacks a more comprehensive

framework that includes different perspectives.Using four statistical methods,

Thomas Straub shows that M&A performance is a multi-dimensional function. For

a successful deal, the following key success factors should be taken into account:

Strategic logic which is reflected by six determinants: market similarities, market

complementarities, operational similarities, operational complementarities, market

power, and purchasing power..

Organizational integration which is reflected by three determinants: acquisition

experience, relative size, cultural compatibility.

Financial / price perspective which is reflected by three determinants: acquisition

premium, bidding process, and due diligence.

Post-M&A performance is measured by synergy realization, relative performance

(compared to competition), and absolute performance.

Page 25: Mergers and Acquisitions

Page

[ ] February 22, 2010

Short-run factors

One of the major short run factors that sparked in The Great Merger Movement

was the desire to keep prices high. That is, with many firms in a market, supply of

the product remains high. During the panic of 1893, the demand declined. When

demand for the good falls, as illustrated by the classic supply and demand model,

prices are driven down. To avoid this decline in prices, firms found it profitable to

collude and manipulate supply to counter any changes in demand for the good.

This type of cooperation led to widespread horizontal integration amongst firms of

the era. Focusing on mass production allowed firms to reduce unit costs to a much

lower rate. These firms usually were capital-intensive and had high fixed costs.

Because new machines were mostly financed through bonds, interest payments on

bonds were high followed by the panic of 1893, yet no firm was willing to accept

quantity reduction during that period.

Long-run factors

In the long run, due to the desire to keep costs low, it was advantageous for firms

to merge and reduce their transportation costs thus producing and transporting

from one location rather than various sites of different companies as in the past.

This resulted in shipment directly to market from this one location. In addition,

technological changes prior to the merger movement within companies increased

the efficient size of plants with capital intensive assembly lines allowing for

economies of scale. Thus improved technology and transportation were

forerunners to the Great Merger Movement. In part due to competitors as

mentioned above, and in part due to the government, however, many of these

initially successful mergers were eventually dismantled. The U.S. government

passed the Sherman Act in 1890, setting rules against price fixing and monopolies.

Page 26: Mergers and Acquisitions

Page

[ ] February 22, 2010

Starting in the 1890s with such cases as U.S. versus Addyston Pipe and Steel Co.,

the courts attacked large companies for strategizing with others or within their own

companies to maximize profits. Price fixing with competitors created a greater

incentive for companies to unite and merge under one name so that they were not

competitors anymore and technically not price fixing.

Merger waves

The economic history has been divided into Merger Waves based on the merger

activities in the business world as:

Period Name Facet

1889 -

1904First Wave Horizontal mergers

1916 -

1929

Second

WaveVertical mergers

1965 -

1989Third Wave Diversified conglomerate mergers

1992 -

1998Fourth Wave

Congeneric mergers; Hostile takeovers; Corporate

Raiding

2000 - Fifth Wave Cross-border mergers

Page 27: Mergers and Acquisitions

Page

[ ] February 22, 2010

Cross-border M&A

In a study conducted in 2000 by Lehman Brothers, it was found that, on average,

large M&A deals cause the domestic currency of the target corporation to

appreciate by 1% relative to the acquirers.

The rise of globalization has exponentially increased the market for cross border

M&A. In 1997 alone there were over 2333 cross border transactions worth a total

of approximately $298 billion. This rapid increase has taken many M&A firms by

surprise because the majority of them never had to consider acquiring Due to the

complicated nature of cross border M&A, the vast majority of cross border actions

have unsuccessful anies seek to expand their global footprint and become more

agile at creating high-performing businesses and cultures across national

boundaries.

Even mergers of companies with headquarters in the same country are very much

of this type (cross-border Mergers). After all,when Boeing acquires McDonnell

Douglas, the two American companies must integrate operations in dozens of

countries around the world. This is just as true for other supposedly "single

country" mergers, such as the $29 billion dollar merger of Swiss drug makers

Sandoz and Ciba-Geigy (now Novartis).

Page 29: Mergers and Acquisitions

Page

[ ] February 22, 2010

9199

9

Qwest

CommunicationsUS WEST 48,000

10199

7Worldcom MCI Communications 42,000

Major M&A in the 2000s

Top 10 M&A deals worldwide by value (in mil. USD) from 2000 to 2009:

Rank Year Purchaser PurchasedTransaction value (in

mil. USD)

1 2000Fusion: America Online Inc.

(AOL)Time Warner 164,747

2 2000 Glaxo Wellcome Plc. SmithKline Beecham Plc. 75,961

3 2004 Royal Dutch Petroleum Co.Shell Transport & Trading

Co74,559

4 2006 AT&T Inc. BellSouth Corporation 72,671

5 2001 Comcast CorporationAT&T Broadband &

Internet Svcs72,041

6 2009 Pfizer Inc. Wyeth 68,000

7 2000Spin-off: Nortel Networks

Corporation59,974

8 2002 Pfizer Inc. Pharmacia Corporation 59,515

Page 30: Mergers and Acquisitions

Page

[ ] February 22, 2010

9 2004 JP Morgan Chase & Co Bank One Corp 58,761

10 2008 Inbev Inc.Anheuser-Busch

Companies, Inc52,000

Some of the important issues related to airline mergers and acquisitions are -

Time - Airline mergers and acquisitions take much longer time to

materialize than mergers and acquisitions in other industries. This is due to

the fact that a lot of considerations are involved from costs to operational

issues which are generally large in magnitude and complex in nature.

Approvals - Approvals are required from governments, often from different

levels and different authorities to establish airline mergers and acquisitions.

Efficiency - Airline mergers and acquisitions can lead to cost efficiency of

the operators by the elimination of overlapping routes. For the travelers

however, this often leads to lesser frequency of flights.

Competition - Mergers and acquisitions in the airline industry help to

reduce competition significantly. This helps airlines to achieve higher

operating margins. On the other hand, passengers may face higher airfares.

Passenger Benefits -Passengers, who are enlisted for frequent-travel

schemes and other similar ones, will have higher mileage pints.

Strife - Airline mergers and acquisitions are often accompanied by strife

related to seniority issues, new work rules, etc.

Page 31: Mergers and Acquisitions

Page

[ ] February 22, 2010

Indian aviation industry

India is one of the fastest growing aviation markets in the world. With the

liberalization of the Indian aviation sector, the industry had witnessed a

transformation with the entry of the privately owned full service airlines and low

cost carriers. As of May 2006, private carriers accounted for around 75% share

of the domestic aviation market. The sector has also seen a significant increase

in number of domestic air travel passengers. Some of the factors that have

resulted in higher demand for air transport in India include the growing middle

class and its purchasing power, low airfares offered by low cost carriers, the

growth of the tourism industry in India, increasing outbound travel from India,

and the overall economic growth of India.

In addition to these factors, the emphasis on modernization of non-metro airports,

fleet expansion by airlines, service expansion by state owned carriers, development

of the maintenance, repair and overhaul (MRO) industry in India, opening up of

new international routes by the Indian government, establishment of new airports

and renovation and restructuring of the existing airports have added to the growth

of the industry.

Page 32: Mergers and Acquisitions

Page

[ ] February 22, 2010

However, in mid-2006, many airline operators announced large losses. Analysts

opined that a combination of factors such as high aviation turbine fuel (ATF)

prices, rising labor costs and shortage of skilled labor, rapid fleet expansion, and

intense price competition among the players were responsible for the losses in this

sector. The problem was also compounded by new players entering the industry

even before the existing players could stabilize their operations. It was estimated

that the industry as a whole could face losses of over Rs. 22 billion in 2006-07.

Some experts expect the industry to consolidate in the near future. The government

also was keen to restrict the losses in this sector by closer scrutiny of the business

plans of new entrants, conducting quarterly financial audits, etc.

Page 33: Mergers and Acquisitions

Page

[ ] February 22, 2010

Merger of kingfisher airlines and air deccan

Kingfisher Red

Kingfisher Red

IATA

IT

ICAO

KFR

Callsign

KINGFISHER

Founded25 August 2003

(as Air Deccan)

Fleet size Main article: Kingfisher Airlines#Fleet

Destinations Main article: Kingfisher Airlines destinations

Company slogan The Choice is Simple

Parent company United Breweries Group

Headquarters Bangalore, India

Key peopleG. R. Gopinath (Founder)

Vijay Mallya

Website www.flykingfisher.com

Page 34: Mergers and Acquisitions

Page

[ ] February 22, 2010

Kingfisher Red, known formerly as Simplifly Deccan and prior to that as Air

Deccan, is a low-cost airline run by Kingfisher Airlines. It is headquartered in

Bangalore, India.

Kingfisher Red is currently the only Indian low-cost airline to provide

complimentary in-flight meals and bottled water to its passengers. Also, passengers

can earn frequent flyer miles (called King Miles) for tickets booked on Kingfisher

Red through the King Club loyalty program run by its parent Kingfisher Airlines.

In-flight reading material is limited to a special edition of Cine Blitz magazine

printed exclusively for Kingfisher Red.

Page 35: Mergers and Acquisitions

Page

[ ] February 22, 2010

History

Formerly known as Air Deccan, the airline was previously operated by Deccan

Aviation. It was started by Captain G. R. Gopinath and its first flight took off on 23

August 2003 from Hyderabad to Vijaywada.It was known popularly as the

common man's airline, with is logo showing two palms joined together to signify a

bird flying. The tagline of the airline was "Simpli-fly," signifying that it was now

possible for the common man to fly. The dream of Captain Gopinath was to enable

"every Indian to fly at least once in his lifetime." Air Deccan was the first airline in

India to fly to second tier cities like Hubballi, Mangalore, Madurai and

Visakhapatnam from metropolitan areas like Bangalore and Chennai.

On 25 January 2006, Deccan went public by filing a red herring prospectus with

the Securities and Exchange Board of India. Deccan planned to offload 25 percent

of its stake in the initial public offering (IPO) that opened on 18 May. However,

due to the stock market downturn at that time, Air Deccan's IPO barely managed to

scrape through, even after extending the issue closing date and reducing the price

band.

Page 36: Mergers and Acquisitions

Page

[ ] February 22, 2010

Air Deccan logo

Simplifly Deccan logo

On 27 February 2007, Air Deccan switched to US-based airline reservations

hosting service provider Radixx International, becoming the second major

domestic Indian carrier after GoAir to switch to the Radixx Air Enterprise

reservation system. Before moving to the Radixx reservation system, Air Deccan

was using a reservation system provided by the Delhi-based Interglobe

Technologies.

Less than expected growth in the Indian aviation sector coupled with overcrowding

and the resultant severe competition between airlines resulted in almost all the

Indian carriers, including Air Deccan, running into heavy losses. After initially

trying to get in fresh capital for running the airline, Captain Gopinath eventually

succumbed to pressures for consolidation. On 19 December 2007, it was

announced that Air Deccan would merge with Kingfisher Airlines. Since Indian

aviation regulations prohibited domestic airlines from flying on international routes

until they had operated in the domestic market for five years, it was decided to

instead merge Kingfisher Airlines into Deccan Aviation, following which Deccan

Aviation would be renamed Kingfisher Airlines. This was because Air Deccan was

the older of the two airlines, and therefore would be the first to qualify for flying

on international routes. The merger became effective April 2008, with Vijay

Page 37: Mergers and Acquisitions

Page

[ ] February 22, 2010

Mallya becoming the Chairman and CEO of the new company, while G. R.

Gopinath became its Vice-Chairman.

Destinations

Air Deccan had an inauspicious start to its operations on 24 September 2003, with

its very first flight from Hyderabad to Vijaywada catching fire on the runway when

it was taxiing before take-off. That flight was carrying several dignitaries such as

the then Bharatiya Janata Party (BJP) president, M. Venkaiah Naidu, the then

Minister of State for Civil Aviation, Rajiv Pratap Rudy, and Telugu Desam Party

leader K. Yerran Naidu. This was an ATR 42 aircraft.

Again, on 29 March 2004, another Air Deccan flight from Goa to Bangalore had to

return back half an hour after take off as smoke filled the cabin. This aircraft was

also an ATR 42.

On 11 March 2006, an Air Deccan flight travelling from Coimbatore to Bangalore

made a heavy landing on the runway at Bangalore's HAL Airport and skidded off

the runway. The aircraft was carrying 44 people (40 passengers and 4 crew).

Although there were no fatalities, the aircraft, an ATR 72, was severely damaged.

Page 38: Mergers and Acquisitions

Page

[ ] February 22, 2010

Competitors

Air Deccan's phenomenal growth spurred the entry of more than half a dozen low-

cost air carriers in India. In its present avatar as Kingfisher Red, the airline faces

stiff competition from SpiceJet, IndiGo Airlines and GoAir. The growth of these

low-cost air carriers has also forced mainstream domestic Indian airlines to lower

their fares.

Revenue

In a statement to the National Stock Exchange of India, Air Deccan reported a net

loss of Rs 3.4 billion ($74 million) for the 15-month period between 1 April 2005

and 30 June 2006. It originally hoped to break even in the current financial year

but executives are quoted in the local media as saying it now does not expect to

post profits until 2008 as a result of intense competition following the launch of

several other new airlines. Air Deccan has now turned profitable on the back of a

strong October-December 2006 quarter, posting a profit of Rs. 9.64 crores (a little

more than US$ 2 million).

Page 39: Mergers and Acquisitions

Page

[ ] February 22, 2010

Acquisition by Kingfisher Airlines

Kingfisher Airlines' parent company United Breweries Group acquired a 26

percent stake in Air Deccan's parent company Deccan Aviation. The combined

fleet of 71 Airbus A320 family and ATR aircraft will operate 537 flights to 69

Indian cities, "whilst taking advantage of unparalleled synergy benefits arising

from a common fleet of aircraft," according to Kingfisher. "For the near future,

Kingfisher will continue to serve the corporate and business travel segment, while

Air Deccan will focus on serving the low-fare segment, but with improved

financial prospects for both carriers," Kingfisher added. Speaking to reporters

yesterday, UB Group head Vijay Mallya said there were no plans to launch an IPO

"at this stage" and that UB Group would have no problem funding the acquisition.

Rebranding

In October 2007], after the acquisition by Kingfisher Airlines, Air Deccan was

renamed "Simplifly Deccan" with its new tagline being "The choice is simple".

The old logo was replaced by the Kingfisher logo and the same font of Kingfisher

Airlines was also used on Simplifly Deccan. The old yellow and blue colors of Air

Deccan were replaced by Kingfisher Airlines's red and white, supposedly to give

the same premium look and feel to Deccan as well.The check-in counters at

airports as well as the crew uniforms now had the same red and white colors as

those for Kingfisher Airlines. The new look airline also promised excellent on-time

performance, a wider network and "little delights all the way". Check-in staff

Page 40: Mergers and Acquisitions

Page

[ ] February 22, 2010

would no longer be outsourced, but managed by the airline's own employees,

thereby "increasing accountability and improving service delivery," said Mr

Mallya. He also announced that the new airline would slowly phase out the ageing

ATR 42 and A320 planes and replace them with entirely new aircraft.Changes

were also made in the flight schedule of Simplifly Deccan airlines to better align

with that of Kingfisher Airlines. According to agencies, the re-branding was

expected to cost around Rs 15 crore (approximately $3.8m).

In [August 2008, it was announced the airline will further change its branding to

Kingfisher Red and will begin operating under Kingfisher's IATA code IT

Air Deccan airlines merged with Kingfisher Airlines and decided to operate as a

single entity from April, 2008. It would be known by a different name-Kingfisher

Aviation. The merger is based on recommendations of Accenture, the global

consulting firm. KPMG was asked to do the valuation and the swap ratio was

decided accordingly. The merger came through on as Vijay Mallya from

Kingfisher airlines bought 26% of the stake in Air Deccan. The unification of the

two carriers had to be sanctioned not only by the two panels, but also by the

institutional investors, independent directors, and other shareholders. Air Deccan

had four independent directors-which included prominent persons like IIM Prof

Thiru Naraya, Tennis player Vijay Amritraj, and A K Ganguly, Former MD

Nabisco Malaysia.

Page 41: Mergers and Acquisitions

Page

[ ] February 22, 2010

After the merger, the company has a combined fleet of 71 aircrafts, connects 70

destinations and operates 550 flights in a day. The combined entity has a market

share of 33%. Gopinath would continue as the Executive Chairman and Malay

would take charge as Vice Chairman.

The charter service of the respective airlines would be hived off and operate as a

separate entity. Post merger, KingFisher would operate as a single largest (private)

airline in the sub-continent. Besides, operational synergies (engineering, inventory

management and ground handling services, maintenance and overhaul), the

management and staff of both the airlines would be integrated. They would be

stronger vis-a vis lessors, aircraft manufacturers (Airbus in this case), and will also

spend less on training and employees. Costs would also reduce which is associated

with maintenance of aircraft. The savings in cost would be lower by about 4-5%

(Rs 300 crores) (Business Standard, June 3, 2007, p- 4) which is a large sum. It

would result in a saving of 3 billion in the first year itself through the sharing of

aircraft and workers. (Business Standard, June 13, 2007, p-13.) Further, by

devising a more optimal routing strategy it could help in rationalizing the fares.

Before the merger Air Deccan recorded a net loss of Rs 213.17 crores on revenue

of Rs 437.82 crores for 2006-07. The company had also raised Rs 400 crores

through an IPO in May 2006.

The merger will create a more competitive business in scale and scope to emerge

as market leader.

Page 42: Mergers and Acquisitions

Page

[ ] February 22, 2010

Air Deccan began its operations with one aircraft and with one flight but after the

alignment with Kingfisher Airlines, has a total fleet of seventy one aircrafts-41

Airbus and 30 ATR aircraft (Business Standard, June 7, 2007, p-8). It operates 537

flights (Business Standard, June 3, 2007, p-4) and covers 70 destinations. It offers

point to point service.

After the merger, it is expected that Kingfisher will focus more on the international

routes while Air Deccan will give it a wider domestic reach. Also Air Deccan plans

to continue as a low cost carrier while Kingfisher will function as a full-service

carrier. There will be immense synergies as both operate Airbus. The average age

of the Air Deccan fleet is 6.1 years as of Apr 2006.* Air Deccan operates a fleet of

43 aircraft comprising 20 brand new Airbus A320 aircraft and 23 ATR aircraft.

The Airbus aircraft serve metro routes while ATR are utilized for Tier II and III

cites and also for small airports. The newly formed company plans to revisit their

fleet plan in coordination with each other to rationalize the fleet structure. Working

on these lines the company has already placed orders from the European aircraft

major, Airbus Industries for about 90 aircrafts. These include five of the largest

aircraft-A380, the first of which is slated to be delivered to Kingfisher by 2011.

Page 43: Mergers and Acquisitions

Page

[ ] February 22, 2010

It is also India’s largest private sector helicopter charter company, which pioneered

helitourism in India. It offers point to point service. It has a secondary hub at

Chennai.*Deccan Aviation is the largest private sector helicopter charter company

in India. It has a fleet of 12 helicopters and small aircraft deployed in 8 bases

across India.These bases are at Bangalore, Mumbai, Delhi, Ranchi, Hyderabad,

Surat, Katra and Colombo (Sri Lanka).

There are many changes that have taken place. This period of consolidation in the

sky gives a good signal to the airlines industry. It may lead to reducing the over-

capacity existing in the market and thereby stabilizing prices, increasing yields and

bringing down costs. The era of cheap fares might also come to an end.

Limited Air Infrastructure: In the developed countries, growth in infrastructure

kept pace with growth in airline industry. These countries had built various

secondary airports. For instance, the city of London itself has more than one

airport. These countries also have a seamless ATC (air traffic control) system

because of which it is able to handle the growing passenger number. In India no

metropolitan city yet has a second airport. These secondary airports have a lower

access, landing charges allowing for the cost rationalization. The LCCs in US and

Europe have been successful also because of these reasons. In India, demand has

been created in the aviation sector and now it is trying to create the needed

infrastructure (supply side) to meet the increased demand. The modernisation of

airports may ease the situation to a large extent. So would the creation of

secondary airports.

Page 44: Mergers and Acquisitions

Page

[ ] February 22, 2010

Cost Structure of an Airline:

The airline industry is most sensitive about the cost of aviation turbine fuel (ATF).

This contributes to 40-45% of an airline’s operating costs. According to the

Federation of Indian Airlines (FIA), the average domestic price of ATF is 60-70%

higher than that at regional aviation hubs in Singapore and Dubai. Even the

discounted price of ATF for international operations is 40% higher than prices

elsewhere. ATF prices consider not only central duties but also state sales tax. Air

travel is expected to become more costly as per the directions given by the civil

aviation ministry (which plans to impose cess on air travel to fund development of

economically unviable airports and air routes).

Air Deccan’s Ticketing System:

Air Deccan has been innovating with new schemes. It was the first to introduce the

concept of booking tickets online. This is done to avoid travel agency costs. Infact

Air Deccan that pioneered the concept of e-ticketing in India and its schedules,

fares, and availability of tickets online are published on their website www.

airdeccan.net. It also operates an All India 24*7 multi-lingual call centre for

booking of tickets. Facility for booking its tickets are also provided at its call

centre, travel agents, airport counter, Reliance Webstores in 104 cities, HPCL

outlets in select states. Air Deccan’s passengers can print out their tickets and

exchange them for a boarding pass when they check in. Infact the use of the

internet for booking tickets is something the airline companies encourage

considering this allows them to evade the middle-men and travel agents et

alagency commission is a big drain airlines as 10-15 % of the ticket cost is given

back to the agents as commission.

Page 45: Mergers and Acquisitions

Page

[ ] February 22, 2010

Innovation in Pricing:

Air Deccan introduced the concept of dynamic pricing which means selling at a

higher price during high season (tourist season) and selling cheap during the off-

seasons. Therefore, everyday the price would change depending upon the kind of

competition and also the load factor. Also it introduced various schemes under

which tickets were offered at Re 1 also.

Innovative Promotion at Air Deccan:

Air Deccan has also been very innovative in its promotion efforts. It puts its

advertisement on OOH (out-of-home) signposts and print advertisements too. It

offered 3 lakh seats at the rate of Rs 3 per seat for a certain period. Air Deccan had

also initiated special offers targeted at families. Value Flier package, Value Flier

Plus, and Super Flier and Super Flier Plus. These are focused on single individual

or a family of four. It also promoted a fly for free programme.

Financing Air Deccan:

To meet its financial needs, Deccan Aviation Ltd had secured $100 million funding

from European funds Investec Ltd and HSN Nordbank AG by pledging the right to

buy 60 planes it has ordered with Airbus Industries. Deccan Aviation has given the

right to purchase 60 Airbus A-320 planes worth over $2 billion at the list price, to

South West Aircraft Trading Limited-a company set up in Cayman Islands by

Investec Ltd and HSH Nordbank AG. Deccan Aviation will lease or purchase the

Page 46: Mergers and Acquisitions

Page

[ ] February 22, 2010

aircraft from this leasing company. It will acquire the aircraft from the leasing

company at the prevailing market price, allowing the leasing company to book a

profit. Deccan Aviation had placed the order with Airbus at a price lower than the

present market price.

MRO Facilities:

Maintenance, repair and overhaul facilities are lacking in India. Airlines have been

dependent on its foreign counterparts’ for such services and as such fly their planes

abroad for such services. Air Deccan is setting up its own MRO facility in India.

India is also a great hub of outsourcing and given our cost competitiveness, skilled

manpower and abundant scope for growth there is reason to make India a BPO hub

for the global aviation industry.

Page 47: Mergers and Acquisitions

Page

[ ] February 22, 2010

Indian Airlines and air india merger

Indian Airlines

Indian Airlines or Indian (Hindi: इं�डि�यन एयरलाइं�स or इं�डि�यन) is an airline based in

Mumbai, India, and focuses primarily on domestic routes, along with several

international services to neighbouring countries in Asia. Indian Airlines is state-

owned, and is administered by the Ministry of Civil Aviation. It is one of the two

flag carriers of India, the other being Air India.

Though the company that owns and operates the airline continues to be named

Indian Airlines Limited, on 7 December 2005, the airline was rebranded as Indian

or for advertising purposes as a part of a program to revamp its image in

preparation for an initial public offering (IPO). The airline operates closely with

Air India, India's national carrier. Alliance Air, a fully-owned subsidiary of Indian

Airlines, was renamed Air India Regional.

In February 2007, the Government of India approved plans to merge Indian

Airlines with Air India. In May 2007, India's Ministry of Civil Aviation announced

that Air India Limited (AI), India's national flag carrier and Indian Airlines Limited

(IA), the government owned domestic airline, would merge with effect from July

15, 2007. The new airline formed by the merger was to be called "Air India", and

would operate in both the domestic and international sectors

Page 48: Mergers and Acquisitions

Page

[ ] February 22, 2010

Air india

Air India Limited (Hindi: एअर इं�डि�य) is the national airline of India based in

Mumbai, flying a worldwide network of passenger and cargo services. The

National Aviation Company of India Limited administers the state-owned Air

India and Indian Airlines merger.

Air India is the 16th largest airline in Asia, serving 24 destinations worldwide, and,

with its affiliated carriers, serves over 100 cities. Air India has codeshare

agreements with 13 other international airlines. In 2010, Air India is expected to

join Star Alliance, the world's largest airline alliance.

History

Air India was founded by J. R. D. Tata in 1932 as Tata Airlines, a division of Tata

Sons Ltd. (now Tata Group). On 15 October 1932, J. R. D. Tata flew a single-

engined De Havilland Puss Moth carrying air mail (postal mail of Imperial

Airways) from Karachi's Drigh Road Aerodrome to Bombay's Juhu Airstrip via

Ahmedabad. The aircraft continued to Madras via Bellary piloted by former Royal

Air Force pilot Nevill Vintcent.

Following the end of World War II, regular commercial service was restored in

India and Tata Airlines became a public limited company on 29 July 1946 under

the name Air India. In 1948, after the Independence of India, 49% of the airline

was acquired by the Government of India, with an option to purchase an additional

2%. In return, the airline was granted status to operate international services from

India as the designated flag carrier under the name Air India International. On 8

Page 49: Mergers and Acquisitions

Page

[ ] February 22, 2010

June 1948, a Lockheed Constellation L-749A named Malabar Princess (registered

VT-CQP) took off from Bombay bound for London via Cairo and Geneva. This

marked the airline's first long-haul international flight, soon followed by service in

1950 to Nairobi via Aden.

On 1 August 1953, the Government of India exercised its option to purchase a

majority stake in the carrier and Air India International Limited was born as one of

the fruits of the Air Corporations Act that nationalised the air transportation

industry. At the same time all domestic services were transferred to Indian

Airlines. In 1954, the airline took delivery of its first L-1049 Super Constellations

and inaugurated services to Bangkok, Hong Kong, Tokyo and Singapore.

Air India International entered the jet age in 1960 when its first Boeing 707-420,

named Gauri Shankar (registered VT-DJJ), was delivered. Jet services to New

York City via London were inaugurated that same year on 14 May 1960. On 8

June 1962, the airline's name was officially truncated to Air India. On 11 June

1962, Air India became the world's first all-jet airline.

On 8 March 2004, International Women's Day, the airline operated an "All Women

Flight" from Mumbai to Singapore. Captain Rashmi Miranda, who became Air-

India's first female Commander in November 2003, and Captain Kshmata Bajpai

piloted the flight, an Airbus A310-300 aircraft. The flight dispatch activities

relating to this flight were coordinated by a female Flight Dispatcher, Vasanti

Kolnad. The Safety Audit on board was also conducted by another woman,

Harpreet A De Singh. The airline has seventeen female pilots, including five

trainee pilots.

Page 50: Mergers and Acquisitions

Page

[ ] February 22, 2010

Expansion

In 1970, Air India moved its offices to downtown Bombay. The next year, the

airline took delivery of its first Boeing 747-200B named Emperor Ashoka

(registered VT-EBD). This coincided with the introduction of the 'Palace In The

Sky' livery and branding. A feature of this livery is the paintwork around each

aircraft window, in the cusped arch style of windows in Indian palaces. In 1986 Air

India took delivery of the Airbus A310-300; the airline is the largest operator of

this type in passenger service. In 1988, Air India took delivery of two Boeing 747-

300Ms in mixed passenger-cargo configuration. In 1989, to supplement its "Flying

Palace" livery, Air India introduced a new "sun" livery that was mostly white with

a golden sun on a red tail. Only applied to around a half of Air India's fleet, the

new livery did not succeed, as the Indian flying public complained about the

phasing out of the classic colours. The livery was dropped after two years and the

old scheme was returned.

In 1993, Air India took delivery of the flagship of its fleet when the first Boeing

747-400 named Konark (registered VT-ESM) made history by operating the first

non-stop flight between New York City and Delhi. In 1994 the airline was

registered as Air India Ltd. In 1996, the airline inaugurated service to its second

US gateway at O'Hare International Airport in Chicago. In 1999, the airline opened

its dedicated Terminal 2-C at the renamed Chhatrapati Shivaji International Airport

in Mumbai.

In 2000, Air India introduced services to Shanghai and to its third US gateway at

Newark Liberty International Airport in Newark. On May 2004, Air India launched

a wholly-owned low cost airline called Air-India Express. Air India Express

Page 51: Mergers and Acquisitions

Page

[ ] February 22, 2010

connecting cities in India with the Middle East, Southeast Asia and the

Subcontinent. In 2004 Air India launched flights to its fourth US gateway at Los

Angeles International Airport in Los Angeles (which has since been terminated)

and expanded its international routes to include flights from Ahmedabad, Amritsar,

Bangalore and Hyderabad.

On 1 March 2009, Air India made Frankfurt Airport its European Hub for its

Trans-Atlantic North American Operations.

On 1 December 2009, Air India introduced services to its fifth US gateway at

Washington Dulles International Airport in Washington, D.C..

Page 52: Mergers and Acquisitions

Page

[ ] February 22, 2010

Re-privatisation plans

In 2001, Air India was put up for sale by the then NDA government. One of the

bids was by a consortium of Tata Group-Singapore Airlines. However the re-

privatisation plans were shelved after Singapore Airlines pulled out and the global

economy slumped.

In 2007, the Government of India announced that Air India would be merged with

Indian Airlines. As part of the merger process, a new company called the National

Aviation Company of India Limited (NACIL) was established, into which both Air

India (along with Air India Express) and Indian Airlines (along with Alliance Air)

will be merged. Once the merger is complete, the airline - which will continue to

be called Air India - will continue to be headquartered in Mumbai.

Star Alliance announced on 13 December 2007 that it had invited Air India to join

as a member. Air India is set to become a full Star Alliance member in 2010.

India has the world's fastest growing airline industry. However, increasing fuel

prices resulted in a 4% decline in air traffic in June 2008. Increasing competition of

other major Indian carriers like Jet Airways and Kingfisher Airlines has pushed Air

India to third place in India in terms of market share. In July 2008, it was reported

that Air India was seeking Rs 2,300 crores (US$ 534 million) in aid from the

Indian government to cover its losses. In the wake of rising fuel prices, the airline

decided to hike its air fare in June 2008.

Page 53: Mergers and Acquisitions

Page

[ ] February 22, 2010

Financial crisis

Around 2006-2007, the airlines began showing signs of financial distress. The

combined losses for Air India and Indian Airlines in 2006-07 were Rs 770 crores.

After the merger of the airlines, this went up to Rs 7,200 crores by March 2009.

This was followed by restructuring plans which are still in progress.. In July 2009,

SBI Capital Markets Ltd was appointed to prepare a road map for the recovery of

the airline. The carrier sold three Airbus A300 and one Boeing 747-300M in

March 2009 for $ 18.75 million to survive the financial crunch.

Merger

In May 2007, India's Ministry of Civil Aviation announced that Air India Limited

(AI), India's national flag carrier and Indian Airlines Limited (IA), the government

owned domestic airline, would merge with effect from July 15, 2007. The new

airline formed by the merger was to be called 'Air India,' and would operate in both

the domestic and international sectors. The proposal to merge AI and IA had been

first mooted in the 1990s.In February 1999, a Parliamentary Standing Committee

on Transport and Tourism had recommended the merger of AI and IA in its report

on the 'Functioning of Air India'

However, the process had formally been initiated only in September 2006, when

the Indian government assigned the duty of preparing the roadmap for the merger

to Accenture Inc., a management consulting, technology services and outsourcing

company After being endorsed at various levels of the administrative hierarchy, the

plan for the merger was finally approved by the Union Cabinet in March 2007

Page 54: Mergers and Acquisitions

Page

[ ] February 22, 2010

A new company called the National Aviation Company of India Ltd. (NACIL) was

incorporated on March 30, 2007 under Sections 391 and 394 of the Indian

Companies Act, 1956 to facilitate the merger. Under the terms of the merger, all

the undertakings, properties, and liabilities of AI and IA were to be transferred to

NACIL.

The AI-IA merger was expected to create one of the biggest airlines in the world in

terms of the fleet size. As of May 2007, the two airlines had a combined fleet of

122 aircraft and 34,000 employees including 1,315 pilots. The combined fleet size

placed the merged entity among the top 10 airlines in Asia, and the top 30 in the

world. It would also be India's first airline with more than 100 aircraft.

The motives for the merger were widely discussed in the media. India was the

fastest growing aviation market in the world, ahead of China, Indonesia and

Thailand, as of early 2007. The number of people traveling by air had been

increasing rapidly in the country. The main reason for this was thought to be the

advent of low cost airlines like Air Deccan and SpiceJet in the country in 2003-

2004, which brought air travel within reach of India's large middle class. The entry

of a number of new airlines had intensified the competition in the aviation sector

by 2004.

According to information posted on IA's website, the increasingly intense

competition faced by AI and IA from private and global airline companies, was the

main reason for the merger of the two airlines. In addition to helping AI and IA

tackle competition, the merger was expected to result in considerable synergies by

integrating routes and streamlining overlapping facilities and infrastructure.

Page 55: Mergers and Acquisitions

Page

[ ] February 22, 2010

Accenture had identified significant potential synergies between the two airlines in

the areas of sales and distribution network, fuel procurement, material

procurement, passenger amenities, ground handling and parking facilities.

According to a report submitted by Accenture in late 2006, the merger could result

in a 3-4% reduction in costs, and lead to a revenue increase of around Rs 6 billion

initially.

However, the proposed merger was not without its share of critics. Initially there

was opposition from the employees of the two airlines as they feared that the

merger would result in job cuts. The Aviation Minister, Praful Patel, had allayed

their fears and assured the employees unions of the two airlines that employment

conditions, wages, seniority and career progression, would largely remain

unchanged. He also said that a grievance redressal mechanism would be set up to

protect employee interests. The government also indicated that there would be no

layoffs.

Despite this, analysts warned that the merger might pose a serious challenge in

terms of integrating the employees of the two airlines, especially as they had

followed completely different operational methods, before the merger. The two

airlines also had different fleet compositions, which might create complications in

inventory management, maintenance and repair establishments, and pilot training.

Page 56: Mergers and Acquisitions

Page

[ ] February 22, 2010

Analysts also felt that the merger should be followed by a thorough overhaul of the

operations of the airline. Kapil Kaul, Chief Executive (South Asia) of the Centre

for Asia Pacific Aviation, an airline industry consultancy, had suggested "a partial

sale of equity through an initial public offer to begin with to help induce

professionalism and market dynamics, followed by privatization over the next five

years or so."

The Indian aviation industry was headed towards consolidation in 2006-2007. Jet

Airways had already acquired Air Sahara in April 2007. This had been followed by

Kingfisher Airlines acquiring a 26 % stake in Air Deccan in June 2007. The

merger of AI and IA following these was expected to bring about more changes in

the dynamics of the industry.

Page 57: Mergers and Acquisitions

Page

[ ] February 22, 2010

Conclusion

Merger between kingfisher and air deccan is one of the successful and working

very smoothly and the future of this merger seems very good and safe because of

the strong base of the companies .future of this merger is shining and in future it

will be achieving its targets .But the companies like air india and indian airlines are

not going to survive in the future .This merger between this company will not be

going for the long term .Due to the regular intervention of the government .

Page 58: Mergers and Acquisitions

Page

[ ] February 22, 2010

Findings

Reason behind the M&A

Economy of scale: This refers to the fact that the combined company can often

reduce its fixed costs by removing duplicate departments or operations, lowering

the costs of the company relative to the same revenue stream, thus increasing profit

margins.

Economy of scope: This refers to the efficiencies primarily associated with

demand-side changes, such as increasing or decreasing the scope of marketing and

distribution, of different types of products.

Increased revenue or market share: This assumes that the buyer will be

absorbing a major competitor and thus increase its market power (by capturing

increased market share) to set prices.

Cross-selling: For example, a bank buying a stock broker could then sell its

banking products to the stock broker's customers, while the broker can sign up the

bank's customers for brokerage accounts. Or, a manufacturer can acquire and sell

complementary products.

Synergy: For example, managerial economies such as the increased opportunity of

managerial specialization. Another example are purchasing economies due to

increased order size and associated bulk-buying discounts.

Taxation: A profitable company can buy a loss maker to use the target's loss as

their advantage by reducing their tax liability. In the United States and many other

countries, rules are in place to limit the ability of profitable companies to "shop"

for loss making companies, limiting the tax motive of an acquiring company.

Page 59: Mergers and Acquisitions

Page

[ ] February 22, 2010

Reasons for failure

Reasons for frequent failure of M&A were analyzed by Thomas Straub in

"Reasons for frequent failure in mergers and acquisitions - a comprehensive

analysis", DUV Gabler Edition, 2007. Despite the goal of performance

improvement, results from mergers and acquisitions (M&A) are often

disappointing. Numerous empirical studies show high failure rates of M&A deals.

The effect of M&A evolution in a transition economy, especially where the

presence of rent-seeking and relationship-based transactions is significant, may

cause destructive entrepreneurship. From a socio-economic and cultural views, the

degree of positive impacts it may result in for domestic entrepreneurship will

perhaps be the single most important indicator. Studies are mostly focused on

individual determinants. The literature therefore lacks a more comprehensive

framework that includes different perspectives.Using four statistical methods,

Thomas Straub shows that M&A performance is a multi-dimensional function

Page 60: Mergers and Acquisitions

Page

[ ] February 22, 2010

Bibliography

1.Google.com

2.scrbd.com

3. Times of India

Date:12 may 2007

4.business week

Month:may 2007