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MERGERS

AND

ACQUISTION

AGENDA

•Merger •Types of Merger•Acquisition•Types of Acquisition•Motives & Benefits of M&A•Business valuation•SEBI Takeover Code•Strategies Used to Prevent Hostile Acquisition•Some M&A in India

MERGERA merger is when you integrate the business with another and share control of the combined businesses with other owner. A merger involves the mutual decision of two companies to combine and become one entity.

Merger: 2 firms combine all Assets and LiabilitiesAcquirer TargetUsually take a new name

Types of Mergers

Horizontal Merger

Combination of two or more firms operating in the same stage of production.

Example: The merger of ACC with Damodar Cements.

Vertical Merger Combination of two firms that operate in different stages of production.

Example: Cement manufacturing company acquires a company engaged in civil construction.

Conglomerate Merger

Merger of firms in unrelated lines of business that are neither competitors nor potential or actual customers or suppliers of each other.

Cont….

Example: General Electric buying NBC television.

Product Extension Merger It is executed among companies which sell different products of a related category.

Market Extension Merger It occurs between two companies that sell identical products in different markets.

ACQUISITION

Acquisition may be defined as an act of acquiring effective control over assets or management of a company by another company without any combination of businesses or companies.

Types of Acquisition

Friendly Acquisition

The acquisition of a target company that is willing to be taken over.

Hostile Acquisition

A takeover in which the target has no desire to be acquired and actively rebuffs the acquirer and refuses to provide any confidential information.

Motives & Benefits of M&A

Economies of large scale Business: This types of

Organization enjoys both internal and external

economics which generally lead to reduction in Cost and

Increase in Profits.

Adoption of Modern Technology: Corporate Organization

require large resources for adoption of modern

technology which may be out of reach of an individual

firm. This may induce M&A of different firms .

Example: Hindustan Construction Company.(India) and

Karl Steiner AG(KSAG) Pvt. Ltd. (Switzerland)

 

Effect of Trade Cycles: Trade Cycles are the periods of

Ups and Downs in the economy. These periods create

unhealthy competition in the market and act as a

motivating factor of M&A.

Patent rights: The Exclusive right to use the invention of any new machines, method, or idea is one of the reasons favoring M&A. Patents have given monopoly position to many firms in the market at national and international level.Example: Ranbaxy Laboratories Ltd.(India) and Daiichi Sankyo Co. Ltd.(Japan)

Cont….

Cont…

Elimination of Competition: It is one of the motivating

factors for M&A because it eliminates severe, intense

and wasteful expenditure by different competing

Organization.

Greater value Generation(Synergy):Companies go for

M&A from the idea that, the joint company will be

able to generate more value than the separate firms.

When a company buys another company, It expect

that the newly generated shareholder value will be

higher than the value of the sum of share of the two

separate companies.

Cont…

Desire to unified control and self sufficiency: Firms which depends on other units for their raw material requirements or which are engaged in different process of product for ensuring uninterrupted supply of raw materials are encouraged and benefitted by M&A. By bringing such firms under unified control, their dependence on other firms can be avoided.

Taxes: A profitable can buy a loss maker to use the target’s tax right off.

Cont……

M&A are also beneficial:

1.When a firm wants to enter a new market.

2.When a firm wants to introduce new product through Research and Development.

3.When a firm wants to achieve administrative benefits.

Business valuation• Asset Valuation• Relative valuation: Relative is a comparable concept

of valuation in which we compare the two entity and based on their comparison we will be valued the business.

Example:1. FMCG P/Sales2. Real P/Assets3. Bank P/Assets4. Bharti EV/Subscriber5. HUL EV/Sales6. Steel EV/Cubic Metric Tonnage

SEBI TAKEOVER CODE

OBJECTIVES OF TAKEOVER CODE

•To provide transparency in bulk acquisition.

•To provide reasonable profit to the small shareholders of the target company.

(Under section 15H of SEBI ACT, 1992, if the acquirer fails to comply with SEBI takeover code, he shall be liable to a penalty of 25 crore or 3 times of the amount of profit made out of such failure, whichever is high)

ELEMENTS OF TAKEOVER CODE• Acquirer/Invader• Person Acting in Concert(PAC)• Target Company• Disclosure Level• Trigger Point• Public Announcement• Escrow Account• First Counter Bid• Upward Revision• Creeping Acquisition Zone-1• Continual Disclosure• Creeping Acquisition Zone-2• Public Announcement• De-Listing Zone

ELEMENTS OF TAKEOVER CODE• ACQUIRER–A person interested in buying the shares, voting

right, or control of the target company.• PERSON ACTING In CONCERT(PAC)–PAC are the persons who joins the hands with

the acquirer to acquire the shares of the target company.

• TARGET COMPANY–Target company means the listed Indian

company whose shares/control is acquired by the acquirer/PAC.

QUIZ•Whether SEBI takeover code, would

apply in following situation or not

S . No

SITUATION APPLICABLE

1. TATA steel acquired Corus2. Daichii Sankyo acquired Ranbaxy3. Vodafone acquired 66.67% in Hutch

Essar India(Pvt) LIMITED 4. Grasim acquired L & T cement company 5. Mittal steel acquired Arcelor

DISCLOSURE LEVEL• DISCLOSURE LEVEL

Mr. A’s(Acquirer) Shareholding in the Target Company

%Shareholding Whether Mr. A is required to make disclosure

Initial Shareholding as on 23/02/xxxx

3% No

Shares acquired by Mr A on 24/05/xxxx

2.1% Yes

TOTAL 5.1%

Shares acquired by Mr A on 13/06/xxxx

3.5% No

Shares acquired by Mr A on 18/06/xxxx

1.5% Yes

TOTAL 10.1%

Shares acquired by Mr A on 12/07/xxxx

1.7% No

Shares acquired by Mr A on 8/09/xxxx

2.4% Yes

TOTAL 14.2%

Shares acquired by Mr A on 11/10/xxxx

.79% No

TOTAL 14.99%

ELEMENTS OF TAKEOVER CODE

•TRIGGER POINT▫It is the point in which once the acquirer/PAC

acquires 15% shareholding, they have to make a public announcement(PA) within 4 days to acquire 20% more stake of the target company. Such PA is drafted by merchant bankers appointed by acquirer.

•ESCROW ACCOUNT▫It is opened by acquirer, but controlled by

merchant banker. In this account 25% of the first 100cr and minimum 10% of the balance amount is deposited.

ELEMENTS OF TAKEOVER CODE

•FIRST COUNTER BID▫It is the first bid given by the promoters of

the target company against the acquirer to buy their own share within 21 days of PA.

•UPWARD REVISIONS Of OFFER▫The acquirer & promoter of the company is

given “n” number chances for upward revision of their offer price.

ELEMENTS OF TAKEOVER CODE•CREEPING ACQUISITION ZONE-1

▫ In this acquirer can acquire 55% shareholding. In each fiscal year of the company he can acquire 5% of shares to buy more than 5% of share he has to make a PA.

•CONTINUAL DISCLOSURE▫Every person holding 15% shares of the target

company shall disclose his shareholding to the target company. Promoters discloses this information.

•CREEPING ACQUISITION ZONE-2▫ In this the acquirer can acquire up to 75% of shares

of the target company but only from open market.

DELISTING ZONE

•If the acquirer acquires more than 75% shares of the target company, then, either he shall off load extra shareholding back into the market, or otherwise he shall pick up the remaining shares from market as per SEBI(delisting of securities) Guidelines, 2003 by the way of reverse book building.

Strategies Used to Prevent Hostile Acquisition•GOLDEN PARACHUTING

▫It is the contract with between the target company and it’s managing director that, he is removed before his tenure, then the company is liable to pay him big compensation.

▫In India it is prohibited according to section 320 of the Companies act.

•SHARK REPELLANT▫AOA of the target company is modified such

that it become unattractive.Ex- Issue of equity shares to it’s promoter.

Cont….•CROWN JEWEL

▫Target company disposes its profitable assets.•PAC MAN

▫Offence is a best way of defense.•WHITE KNIGHT

▫Target company takes the help of another person(white knight) to make a counter bid.

•GRAY KNIGHT▫Target company’s friend acquire the shares of

acquirer company.

Cont….•POISON PILLS

▫Issue of low price preferential shares to the existing shareholders.

•GREEN MAIL▫Love letter to acquirer

•FENCING OFF▫Filing false litigation against the acquirer.

•REVERSE BID▫Exchange of shares between the target

company shares and shareholders of acquirer company.

Some M&A in India

The proposed merger between Bharti Airtel and South Africa's MTN would be India's biggest-ever M&A deal. The potential value of the Bharti Airtel-MTN deal would amount to $23 billion. As per the exploring agreement, MTN and its shareholders would acquire around 36 per cent economic interest in Bharti Airtel, while, the Sunil Mittal - promoted Bharti Airtel would acquire 49 per cent stake in South African telecom giant MTN.

Tata Steel-Corus: $12.2 billion.

On January 30, 2007, Tata Steel purchased a 100%

stake in the Corus Group at 608 pence per share in an

all cash deal, cumulatively valued at $12.2 billion.The

deal is the largest Indian takeover of a foreign company

till date and made Tata Steel the world's fifth-largest

steel group

Vodafone-Hutchison Essar: $11.1

billion.

On February 11, 2007, Vodafone agreed to buy out the

controlling interest of 67% held by Li Ka Shing Holdings

in Hutch-Essar for $11.1 billion.

This is the second-largest M&A deal ever involving an

Indian company.

Vodafone Essar is owned by Vodafone 52%, Essar

Group 33% and other Indian nationals 15%.

HDFC Bank-Centurion Bank of Punjab:

$2.4 billion.

HDFC Bank approved the acquisition of Centurion

Bank of Punjab for Rs 9,510 crore ($2.4 billion) in one of

the largest mergers in the financial sector in India in

February, 2008.

CBoP shareholders got one share of HDFC Bank for

every 29 shares held by them. Post-acquisition, HDFC

Bank became the second-largest private sector bank in

India.

MAJOR MERGERS AND ACQUISITIONS IN INDIA Recently the Indian companies have undertaken some important acquisitions. Some of those are as follows:

#Hindalco acquired Canada based Novelis. The deal involved transaction of $5,982 million.#Tata Steel acquired Corus Group plc. The acquisition deal amounted to $12,000 million.#Dr. Reddy's Labs acquired Betapharm through a deal worth of $597 million.# Ranbaxy Labs acquired Terapia SA. The deal amounted to $324 million.# Suzlon Energy acquired Hansen Group through a deal of $565 million.# The acquisition of Daewoo Electronics Corp. by Videocon involved transaction of $729 million.# HPCL acquired Kenya Petroleum Refinery Ltd.. The deal amounted to $500 million.# VSNL acquired Teleglobe through a deal of $239 million.

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