Mergers and Acquisitions in India 2023
Mergers and Acquisitions in India 2023
Mergers and acquisitions in India are on the rise. Volume of mergers and acquisitions in India in 2007 are expected
to grow two fold from 2006 and four times compared to 2005.
India has emerged as one of the top countries with respect to merger and acquisition deals. In 2007, the first two
months alone accounted for merger and acquisition deals worth $40 billion in India. The estimated figures for the
entire year projected a total of more than $ 100 billions worth of mergers and acquisitions in India. This is two fold
growth from 2006 and a growth of almost four times from 2005.
Sector wise, large volumes of mergers and mergers and acquisitions in India have occurred in finance, telecom,
FMCG, construction materials, automotives and metals. In 2005 finance topped the list with 20% of total value of
mergers and acquisitions in India taking place in this sector. Telecom accounted for 16%, while FMCG and
construction materials accounted for 13% and 10% respectively.
In the banking sector, important mergers and acquisitions in India in recent years include the merger between IDBI
(Industrial Development bank of India) and its own subsidiary IDBI Bank. The deal was worth $ 174.6 million (Rs. 7.6
billion in Indian currency). Another important merger was that between Centurion Bank and Bank of Punjab. Worth
$82.1 million (Rs. 3.6 billion in Indian currency), this merger led to the creation of the Centurion Bank of Punjab with
235 branches in different regions of India.
In the telecom sector, an increase of stakes by SingTel from 26.96 % to 32.8 % in Bharti Telecom was worth $252
million (Rs. 10.9 billion in Indian currency). In the Foods and FMCG sector a controlling stake of Shaw Wallace and
Company was acquired by United Breweries Group owned by Vijay Mallya. This deal was worth $371.6 million (Rs.
16.2 billion in Indian currency). Another important one in this sector, worth $48.2 million (Rs 2.1 billion in Indian
currency) was the acquisition of 90% stake in Williamson Tea Assam by McLeod Russell India In construction
materials 67 % stake in Ambuja Cement India Ltd was acquired by Holcim, a Swiss company for $634.9 million (Rs
27.3 billion in Indian currency)
Until upto a couple of years back, the news that Indian companies having acquired American-European
entities was very rare. However, this scenario has taken a sudden U turn. Nowadays, news of Indian
Companies acquiring a foreign businesses are more common than other way round.
Buoyant Indian Economy, extra cash with Indian corporates, Government policies and newly found
dynamism in Indian businessmen have all contributed to this new acquisition trend. Indian companies are
now aggressively looking at North American and European markets to spread their wings and become the
global players.
The Indian IT and ITES companies already have a strong presence in foreign markets, however, other
sectors are also now growing rapidly. The increasing engagement of the Indian companies in the world
markets, and particularly in the US, is not only an indication of the maturity reached by Indian Industry but
also the extent of their participation in the overall globalization process.
Deal
Target Country
Acquirer value ($ Industry
Company targeted
ml)
Tata Steel Corus Group plc UK 12,000 Steel
Hindalco Novelis Canada 5,982 Steel
Videocon Daewoo Korea 729 Electronics
Electronics Corp.
Dr. Reddy’s
Betapharm Germany 597 Pharmaceutical
Labs
Suzlon
Hansen Group Belgium 565 Energy
Energy
Kenya Petroleum
HPCL Kenya 500 Oil and Gas
Refinery Ltd.
Ranbaxy
Terapia SA Romania 324 Pharmaceutical
Labs
Tata Steel Natsteel Singapore 293 Steel
Videocon Thomson SA France 290 Electronics
VSNL Teleglobe Canada 239 Telecom
If you calculate top 10 deals itself account for nearly US $ 21,500 million. This is more than double the
amount involved in US companies’ acquisition of Indian [Link] representation of Indian
outbound deals since 2000.
The practice of mergers and acquisitions has attained considerable significance in the contemporary corporate scenario which is
broadly used for reorganizing the business entities. Indian industries were exposed to plethora of challenges both nationally and
internationally, since the introduction of Indian economic reform in 1991. The cut-throat competition in international market
compelled the Indian firms to opt for mergers and acquisitions strategies, making it a vital premeditated option.
The factors responsible for making the merger and acquisition deals favorable in India are:
Dynamic government policies
Corporate investments in industry
Economic stability
“ready to experiment” attitude of Indian industrialists
Sectors like pharmaceuticals, IT, ITES, telecommunications, steel, construction, etc, have proved their worth in the international
scenario and the rising participation of Indian firms in signing M&A deals has further triggered the acquisition activities in India.
In spite of the massive downturn in 2009, the future of M&A deals in India looks promising. Indian telecom major Bharti Airtel is all
set to merge with its South African counterpart MTN, with a deal worth USD 23 billion. According to the agreement Bharti Airtel
would obtain 49% of stake in MTN and the South African telecom major would acquire 36% of stake in Bharti Airtel.
Tata Steel acquired 100% stake in Corus Group on January 30, 2007. It was an all cash deal which cumulatively
amounted to $12.2 billion.
Vodafone purchased administering interest of 67% owned by Hutch-Essar for a total worth of $11.1 billion on February 11,
2007.
India Aluminium and copper giant Hindalco Industries purchased Canada-based firm Novelis Inc in February 2007. The
total worth of the deal was $6-billion.
Indian pharma industry registered its first biggest in 2008 M&A deal through the acquisition of Japanese pharmaceutical
company Daiichi Sankyo by Indian major Ranbaxy for $4.5 billion.
The Oil and Natural Gas Corp purchased Imperial Energy Plc in January 2009. The deal amounted to $2.8 billion and was
considered as one of the biggest takeovers after 96.8% of London based companies' shareholders acknowledged the
buyout proposal.
In November 2008 NTT DoCoMo, the Japan based telecom firm acquired 26% stake in Tata Teleservices for USD 2.7
billion.
India's financial industry saw the merging of two prominent banks - HDFC Bank and Centurion Bank of Punjab. The deal
took place in February 2008 for $2.4 billion.
Tata Motors acquired Jaguar and Land Rover brands from Ford Motor in March 2008. The deal amounted to $2.3 billion.
2009 saw the acquisition Asarco LLC by Sterlite Industries Ltd's for $1.8 billion making it ninth biggest-ever M&A
agreement involving an Indian company.
In May 2007, Suzlon Energy obtained the Germany-based wind turbine producer Repower. The 10th largest in India, the
M&A deal amounted to $1.7 billion.
Though the two words mergers and acquisitions are often spoken in the same breath and are also used in such a way as
if they are synonymous, however, there are certain differences between mergers and acquisitions.
Merger Acquisition
The case when two companies (often of same size) decide The case when one company takes over
to move forward as a single new company instead of another and establishes itself as the new
operating business separately. owner of the business.
The stocks of both the companies are surrendered, while The buyer company “swallows” the business
new stocks are issued afresh. of the target company, which ceases to exist.
For example, Glaxo Wellcome and SmithKline Beehcam Dr. Reddy's Labs acquired Betapharm
ceased to exist and merged to become a new company, through an agreement amounting $597
known as Glaxo SmithKline. million.
A buyout agreement can also be known as a merger when both owners mutually decide to combine their business in the
best interest of their firms. But when the agreement is hostile, or when the target firm is unwilling to be bought, it is
considered as an acquisition.
It's quite rare to find actual mergers in practice. In majority of the cases, when one company buys another, according to
the terms of the deal, it allows acquired company to proclaim that it's a merger, in spite of the fact that, it's actually an
acquisition. Being bought out may send negative impression about the company, and hence the acquired company
prefers to call it merger.
A Merger or an Acquisition?
So, the big question is when a purchase should be called a merger and when it should be described as an acquisition? It
depends on how the two parties involved want to announce it like and how is it communicated to the board of directors,
employees and shareholders of the company.
A purchase deal can also be denoted as merger if the CEOs of both the companies agree upon the decision. However,
during an unfriendly deal, when target company doesn't wish to be purchased, the deal is called an acquisition.
Cultural Difference
One of the major reasons behind the failure of mergers and acquisitions is the cultural difference between the organizations. It
often becomes very tough to integrate the cultures of two different companies, who often have been the competitors. The mismatch
of culture leads to deterring working environment, which in turn ensure the downturn of the organization.
Flawed Intention
Flawed intentions often become the main reason behind the failure of mergers and acquisitions. Companies often go for mergers
and acquisitions getting influenced by the booming stock market. Sometimes, organizations also go for mergers just to imitate
others. In all these cases, the outcome can be too encouraging.
Often the ego of the executive can become the cause of unsuccessful merger. Top executives often tend to go for mergers under
the influence of bankers, lawyers and other advisers who earn hefty fees from the clients. Mergers can also happen due to
generalized fear. The incidents like technological advancement or change in economic scenario can make an organization to go for
a change. The organization may end up in going for a merger. Due to mergers, managers often need to concentrate and invest
time to the deal. As a result, they often get diverted from their work and start neglecting their core business. The employees may
also get emotionally confused in the new environment after the merger. Hence, the work gets hampered.
Continuous communication is of utmost necessary across all levels – employees, stakeholders, customers, suppliers and
government leaders.
Managers have to be transparent and should always tell the truth. By this way, they can win the trust of the employees
and others and maintain a healthy environment.
During the merger process, higher management professionals must be ready to greet a new or modified culture. They
need to be very patient in hearing the concerns of other people and employees.
Management need to identify the talents in both the organizations who may play major roles in the restructuring of the
organization. Management must retain those talents.
There are several reasons why corporates go for mergers and acquisitions. The main goal is to increase the business and market
share as well as to improve the financial performance of the corporation. Following are some of the reasons why corporates go for
mergers and acquisitions.
Through corporate mergers and acquisitions, duplicate departments can be eliminated in the combined company, which
would help to reduce its fixed costs. As a result, the profit margins would go up.
It helps the organization to increase revenue and market share.
Cross-selling of products/services is possible.
A profitable corporation also buys a loss-making company in order to use the ‘losses’ of the target company to lessen its
tax liability.
Mergers and acquisitions also let the companies to transfer resources. By this way, one company may use the specialized
skills of the others.
Companies also go for mergers/acquisitions for vertical integration, where the vertically integrated company can gather
one deadweight loss by setting the output of the upstream company to the competitive level.
Have a look at the impact of Mergers and Acquisitions on different segments of business.
Impacts on Employees
Mergers and acquisitions may have great economic impact on the employees of the organization. In fact, mergers and
acquisitions could be pretty difficult for the employees as there could always be the possibility of layoffs after any merger
or acquisition. If the merged company is pretty sufficient in terms of business capabilities, it doesn't need the same amount
of employees that it previously had to do the same amount of business. As a result, layoffs are quite inevitable. Besides,
those who are working, would also see some changes in the corporate culture. Due to the changes in the operating
environment and business procedures, employees may also suffer from emotional and physical problems.
Impact on Management
The percentage of job loss may be higher in the management level than the general employees. The reason behind this is
the corporate culture clash. Due to change in corporate culture of the organization, many managerial level professionals,
on behalf of their superiors, need to implement the corporate policies that they might not agree with. It involves high level
of stress.
Impact on Shareholders
Impact of mergers and acquisitions also include some economic impact on the shareholders. If it is a purchase, the
shareholders of the acquired company get highly benefited from the acquisition as the acquiring company pays a hefty
amount for the acquisition. On the other hand, the shareholders of the acquiring company suffer some losses after the
acquisition due to the acquisition premium and augmented debt load.
Impact on Competition
Mergers and acquisitions have different impact as far as market competitions are concerned. Different industry has
different level of competitions after the mergers and acquisitions. For example, the competition in the financial services
industry is relatively constant. On the other hand, change of powers can also be observed among the market players.
In mergers and acquisitions, both the companies may have different theories about the worth of the target company. The seller
tries to project the value of the company high, whereas buyer will try to seal the deal at a lower price. There are a number of
legitimate methods for valuation of companies.
There are a number of methods used in mergers and acquisition valuations. Some of those can be listed as:
In Replacement Cost Method, cost of replacing the target company is calculated and acquisitions are based on that. Here the value
of all the equipments and staffing costs are taken into consideration. The acquiring company offers to buy all these from the target
company at the given cost. Replacement cost method isn't applicable to service industry, where key assets (people and ideas) are
hard to value.
Discounted Cash Flow (DCF) method is one of the major valuation tools in mergers and acquisitions. It calculates the current value
of the organization according to the estimated future cash flows.
Estimated Cash Flow = Net Income + Depreciation/Amortization - Capital Expenditures - Change in Working Capital
These estimated cash flows are discounted to a present value. Here, organization's Weighted Average Costs of Capital (WACC) is
used for the calculation. DCF method is one of the strongest methods of valuation.
In this model, the value of the organization is calculated by summing up the amount of capital invested and a premium equal to the
current value of the value created every year moving forward.
Economic Profit = Invested Capital x (Return on Invested Capital - Weighted Average Cost of Capital)
Economic Profit = Net Operating Profit Less Adjusted Taxes - (Invested Capital x Weighted Average Cost of Capital)
This is one of the comparative methods adopted by the acquiring companies, based on which they put forward their offers. Here,
acquiring company offers multiple of the target company's earnings.
Market Valuation
Before you go for any merger and acquisition, it is of utmost important that you must know the present market value of the
organization as well as its estimated future financial performance. The information about organization, its history, products/services,
facilities and ownerships are reviewed. Sales organization and marketing approaches are also taken into consideration.
Exit Planning
The decision to sell business largely depends upon the future plan of the organization – what does it target to achieve and how is it
going to handle the wealth etc. Various issues like estate planning, continuing business involvement, debt resolution etc. as well as
tax issues and business issues are considered before making exit planning. The structure of the deal largely depends upon the
available options. The form of compensation (such as cash, secured notes, stock, convertible bonds, royalties, future earnings
share, consulting agreements, or buy back opportunities etc.) also plays a major role here in determining the exit planning.
This is merger and acquisition process involves marketing of the business entity. While doing the marketing, selling price is never
divulged to the potential buyers. Serious buyers are also identified and then encouraged during the process. Following are the
features of this phase.
Seller agrees on the disseminated materials in advance. Buyer also needs to sign a Non-Disclosure agreement.
Seller also presents Memorandum and Profiles, which factually showcases the business.
Database of prospective buyers are searched.
Assessment and screening of buyers are done.
Special focuses are given on he personal needs of the seller during structuring of deals.
Final letter of intent is developed after a phase of negotiation.
Letter of Intent
Both, buyer and seller take the letter of intent to their respective attorneys to find out whether there is any scope of further
negotiation left or not. Issues like price and terms, deciding on due diligence period, deal structure, purchase price adjustments,
earn out provisions liability obligations, ISRA and ERISA issues, Non-solicitation agreement, Breakup fees and no shop provisions,
pre closing tax liabilities, product liability issues, post closing insurance policies, representations and warranties, and
indemnification issues etc. are negotiated in the Letter of Intent. After reviewing, a Definitive Purchase Agreement is prepared.
This is the phase in the merger and acquisition process where seller makes its business process open for the buyer, so that it can
make an in-depth investigation on the business as well as its attorneys, bankers, accountants, tad advisors etc.
Most of the mergers and acquisitions have been successful in elevating the functional competence of companies but on the flip
side this activity can lead to formation of monopolistic power. The anti-competitive results are accomplished either by synchronized
effects or by one-sided effects.
An open and unbiased competition is ideal for capitalizing on the consumers' interests both in contexts of capacity and worth.
Mergers and Acquisitions in India are governed by the Indian Companies Act, 1956, under Sections 391 to 394.
Although mergers and acquisitions may be instigated through mutual agreements between the two firms, the procedure
remains chiefly court driven. The approval of the High Court is highly desirable for the commencement of any such
process and the proposal for any merger or acquisition should be sanctioned by a 3/4th of the shareholders or creditors
present at the General Board Meetings of the concerned firm.
Indian antagonism law permits the utmost time period of 210 days for the companies for going ahead with the process of
merger or acquisition. The allotted time period is clearly different from the minimum obligatory stay period for claimants.
According to the law, the obligatory time frame for claimants can either be 210 days commencing from the filing of the
notice or acknowledgment of the Commission's order.
The entry limits for companies merging under the Indian law are considerably high. The entry limits are allocated in
context of asset worth or in context of the company's annual incomes. The entry limits in India are higher than the
European Union and are twofold as compared to the United Kingdom.
The Indian M&A laws also permit the combination of any Indian firm with its international counterparts, providing the cross-
border firm has its set up in India.
There have been recent modifications in the Competition Act, 2002. It has replaced the voluntary announcement system with a
mandatory one. Out of 106 nations which have formulated competition laws, only 9 are acclaimed with a voluntary announcement
system. Voluntary announcement systems are often correlated with business ambiguities and if the companies are identified for
practicing monopoly after merging, the law strictly order them opt for de-merging of the business identity.
Provision for tax allowances for mergers or de-mergers between two business identities is allocated under the Indian
Income tax Act. To qualify the allocation, these mergers or de-mergers are required to full the requirements related to
section 2(19AA) and section 2(1B) of the Indian Income Tax Act as per the pertinent state of affairs.
Under the “Indian I-T tax Act”, the firm, either Indian or foreign, qualifies for certain tax exemptions from the capital profits
during the transfers of shares.
In case of “foreign company mergers”, a situation where two foreign firms are merged and the new formed identity is
owned by an Indian firm, a different set of guidelines are allotted. Hence the share allocation in the targeted foreign
business identity would be acknowledged as a transfer and would be chargeable under the Indian tax law.
As per the clauses mentioned under section 5(1) of the Indian Income Tax Act, the international earnings by an Indian firm
would fall under the category of 'scope of income' for the Indian firm.
The history of mergers and acquisitions can be traced back to the 19th century which has evolved in different phases mentioned
as under:
During this period merger took place between the firms which were anti-competition and enjoyed their dominance in the market
according to their productivity in sectors like electricity, railways, etc. Most of the mergers during this period were horizontal in
nature and occurred between the steel, metal and construction industries.
Most of the mergers which took place during the first phase were considered as unsuccessful for not being efficient enough to
attain the required competence. The crash was stimulated by the decelerating of the world's financial system in 1903, which was
followed by a stock market collapse in 1904. During this phase the authorized structure was not encouraging either. Later the apex
judiciary body issued its directive on the anti-competitive mergers stating that they could be de-merged by implementing the
Sherman Act.
Unlike the preceding phase, this period concentrated on mergers between oligopolies, rather between anti-competitive firms. The
mergers and acquisitions process was triggered by the financial boom which was seen after the World War I. The expansion further
lead to developments in the fields of science and technology and the emergence of infrastructure firms which provided services for
required growth in railroads and transportation by automobiles. The government strategies laid in 1920s made the corporate
ambiance supportive enough for firms to work in harmony. Financial institutions like government and private banks also played a
significant part in aiding the mergers and acquisitions process.
The mergers which occurred during 1916-1929 were horizontal or multinational in nature. Most of these industries were the
manufacturers of metals, automobile tools, food commodities, chemicals, etc.
This phase ended in 1929 with a massive decline in stock market followed by great depression. However, the tax exemptions in
1940s encouraged the conglomerates to involve themselves in M&A activities.
Most of the mergers from 1965-70 were horizontal mergers and were triggered by elevating stock and interest rates, and stern
implementation of anti-trust rules and regulations. During this phase the bidding companies were small in size and fiscal strength
than the target companies. These kinds of mergers were sponsored by equities, thereby eliminating the roles of banks which they
actively played in investment activities earlier.
In 1968, the Attorney General decided to break the multinationals which resulted in the end of merging activities after than. The
decision was triggered by the inefficient performance of the multinationals. But 1970s saw the emergence of mergers which made
their mark by performing effectively. Some of them were INCO merging with ESB, OTIS Elevator with United Technologies and Colt
Industries with Garlock Industries.
This phase saw the acquisition of the companies which were much bigger in size as compared to the firms in previous phases.
Industries like oil and gas, pharmaceuticals, banking, aviation combined their business with their national and international
counterparts. Cross border buyouts became regular with most of them being unfriendly in nature. This phase came to an end with
the introduction of anti acquisition laws, restructuring of fiscal organizations and the Gulf War.
From 1992 till present
This period was stimulated by globalization, upsurge in stock market boom and deregulation policies. Major mergers were seen
taking place between telecom and banking giants out of which most were sponsored by equities.
There was a change in the attitude of the industrialists, who opted for mergers and acquisitions for long term profitability rather than
short lived benefits. Promising economic trends, investments by corporate and revised government policies motivated the
participation of many conglomerates to contribute in the acquisition trend.
Therefore, we can conclude that as long as business entities exist and the economic factors are favorable, the trend of mergers
and acquisitions will continue.
Acquisitions can be either friendly or intimidating and takes place between the bidding and the targeted firm. Reverse acquisition
take place when the target company is bigger than the firm which offered the takeover proposal. During the process the bidder has
the right to buy the share of the targeted firm.
Asset Stripping – Asset Stripping is the process in which a firm takes over another firm and sells its asset in fractions in
order to come up with a cost that would match the total takeover expenditure.
Demerger or Spin off – Demerger refers to the practice of corporate reorganization. During this process a fraction of the
firm may break up and establish itself as a new business identity.
Black Knight – The term generally refers to the firm which takes over the target firm in a hostile manner.
Carve - out – The procedure of trading a small part of the firm as an Initial Public Offering is known as carve-out.
Poison Pill or Suicide Pill Defense – Poison Pill is an approach which is adopted by the target firm to present itself as
less likable for an unfriendly subjugation. The shareholders have full privilege to exchange their bonds at a premium if the
buyout takes place.
Greenmail – Greenmail refers to the state of affairs where the target firm buys back its own assets or shares from the
bidding firm at a greater cost.
Dawn Raid – The process of purchasing shares of the target firm anticipating the decline in market costs till the
completion of the takeover is known as Dawn Raid.
Grey Knight – A firm that acquires another under ambiguous conditions or without any comprehensible intentions is
known as a grey knight.
Macaroni Defense – Macaroni Defense is an approach that is implemented by the firms to protect them from any hostile
subjugation. A company can prevent itself by issuing bonds that can be exchanged at a higher price.
Management Buy In – This term refers to the process where a firm buys and invests in another and employs their
managers and officials to administer the new established business identity.
Hostile Takeover – Unfriendly or Hostile acquisitions takes place when the management of the target firm does not have
any prior knowledge about it or does not mutually agree for the proposal. The disagreements between the chief executives
of the target firm may not be long-lasting and the hostile subjugation may take up the form of friendly takeover. This
practice is prevalent among the British and American firms. However, some of them are still against hostile subjugations.
Management Buy Out – A management buy out refers to the process in which the management buys a firm in
collaboration with its undertaking entrepreneurs.
Along with hunting for organizations at bargains, the deals also involve going for loss making
companies in developed countries to turn them around. Value buys became the order of the day.
Though a number of acquisitions were in the developed world like Singapore, Australia, Europe etc,
many of them happened in the developing world as well.
Tata Chemicals bought British Salt; a UK based white salt producing company for about US $ 13 billion.
The acquisition gives Tata access to very strong brine supplies and also access to British Salt’s facilities as it
produces about 800,000 tons of pure white salt every year
Adding to its string of cross-border acquisitions, Tata Group firm Tata Chemicals Ltd has bought 100%
stake British Salt Limited, a United Kingdom-based chemical company that produces pure white salt, for
£93 million or Rs 673 crore.
The deal to acquire private equity owned British Salt was done through Tata Chemical's wholly owned
subsidiary Brunner Mond. The deal will be entirely debt financed with no recourse to Tata Chemicals, said
the firm in a statement.
The share price of Tata Chemicals went up by more than 2% in morning trade to Rs 379.45, before coming
down to Rs 375 levels. The $70 billion Tata Group has completed several major acquisitions, several of
them coming in UK. Tata Steel had acquired steelmaker Corus for $12.9 billion in 2007 followed by Tata
Motors buying Jaguar Land Rover businesses from Ford Motor Company for $2.3 billion in 2008.
British Salt is one of UK's largest manufacturer of pure dried vacuum salt and enjoys a market share of 50%
in the country. British Salt owns brine wells in the UK with residual life of 50 years. It employs 125 people,
and produces approximately 800,000 tonnes of pure white salt every year.
This acquisition provides an opportunity to secure long term brine supplies for Brunner Monds operations.
Tata Chemicals had acquired UK's Brunner Mond, which has operations in Kenya and Netherlands in 2005
for $113 million.
Pure white salt is used in making water softeners, chemical industry, food processing, textiles & tanning,
among others. British Salt is also active in the gas storage business and has a promising business model
which has a potential to generate additional cash flows for the business, added the Tata Chemicals statement.
UK mid-market PE firm LDC bought British Salt from its previous owners US Salt Holdings LLC in a
£100-million management buy-out in 2007. US Salt had bought British Salt from its previous owners,
Stavely Industries plc in 2000 for £80 million. LDC, part of the Lloyds Banking Group, sold the gas storage
facility of British Salt to EDF Energy in July 2009.
Tata Chemicals had revenues of Rs 9,543.79 and a net profit of Rs 724 crore in FY10. According to its
AGM presentation, the vacuum salt business accounted for 7% of the revenues while soda ash constituted a
major 45%. Other major contributors were fertiliser and urea. The company's net debt to equity ratio fell
from 1.11 to 0.81 from FY09 to FY10.
Tata Chemicals subsidiary Rallis India recently acquired a majority 59% stake in Bangalore-based seed
company Metahelix Life Sciences Pvt Ltd for Rs 125 crore. The Tata group firm has done some big
acquisitions like in March 2008 it acquired US-based General Chemical Industrial Products Inc for $1
billion to become the world’s second largest maker of soda ash.
Reliance Power and Reliance Natural Resources merger
This deal was valued at US $11 billion and turned out to be one of the biggest deals of the year. It eased out
the path for Reliance power to get natural gas for its power projects
Airtel acquired Zainat about US $ 10.7 billion to become the third biggest telecom major in the world. Since
Zain is one of the biggest players in Africa covering over 15 countries, Airtel’s acquisition gave it the
opportunity to establish its base in one of the most important market s in the coming decade.
This acquisition is the second biggest overseas purchase by an Indian company after Tata Steel’s
$13.6 billion acquisition of Anglo-Dutch steel maker Corus in 2007. This deal will give Bharti a firm
foothold in the relatively untapped African markets, making it the world’s fifth largest wireless company.
Before signing this deal, Bharti had attempted twice to spread its foothold in the growing market of Africa
through the acquisitions talks with MTN, which failed due to regulatory issues related to the restructuring of
MTN with Bharti Airtel.
Bharti Airtel aims to replicate its success story in India in the fast growing market of African telecom
market. With Zain’s taken over Bharti Airtel will gain Africa’s 42 million customers and not to mention the
huge untapped market which Bharti can benefit from in years to come.
Zain’s profitability is lower than Bharti despite average higher spending by its users. However, as per an
estimate only one in two Africans holds mobile phone and with Zain having a strong presence in most of
the countries in Africa, Bharti is well set to dream big in terms of global ambitions.
Call it irony or unfortunate, Bharti’s new competitor, after Zain’s acquisition in Africa, would be none other
than MTN with which the company held close talks for take over restructuring agreement. The combined
entity after Bharti-Zain deal would lead to a group with approximately 160-170 million of subscribers,
including 42 million subscribers of Kuwait’s Zain.
With Indian telecom market almost reaching a saturation point with some scope of expansion in the inner
part of rural India still left, but urban Indian market more than saturated, Bharti Airtel’s move to go for
geographical diversification of its business operations is more than a welcome move.
It is a pioneering move by Airtel to look for ambitious dream abroad which no Indian telecom player has
done at such a magnitude. Possibly, in future, we could see other big telecom players’ line-up for
geographical diversification taking a cue from Bharti-Zain deal.
In fact, now, even the stock markets have given thumbs up to the Bharti-Zain deal.
Abbott’s acquisition of Piramal healthcare solutions
Abbott acquired Piramal healthcaresolutions at US $ 3.72 billion which was 9 times its
sales. Though the valuation of this deal made Piramal’s take this move, Abbott
benefited greatly by moving to leadership position in the Indian market. Abbott Completes
Acquisition of Piramal's Healthcare Solutions Business, Becomes Leading Pharmaceutical Company in India
Date: September 08, 2010
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Deal propels Abbott to top position in India with pharmaceutical sales expected to exceed $2.5 billion by 2020
September 8, 2010
Abbott Park, Illinois (NYSE: ABT) — Abbott has completed its acquisition of Piramal's Healthcare Solutions business, propelling it
to market leadership in the Indian pharmaceutical market and further accelerating the company's growth in emerging markets.
Throughout the past decade, Abbott has established a leading presence in emerging markets – today, more than 20 percent of the
company's total sales are generated in these growing economies.
"The acquisition of Piramal's Healthcare Solutions business further strengthens Abbott's growing presence in emerging markets,"
said Miles D. White, chairman and chief executive officer, Abbott. "Piramal's portfolio of well-known, trusted products has served
patients in India for decades. Combined with existing product offerings, Abbott is uniquely positioned to meet the needs of one of
the world's fastest-growing pharmaceutical markets."
India's rapid pharmaceutical market growth is being driven largely by branded generics. The market will generate nearly $8 billion in
pharmaceutical sales this year, a number that is expected to more than double by 2015. Abbott expects its pharmaceutical sales in
India to exceed $2.5 billion by 2020.
Piramal's Healthcare Solutions business has a comprehensive portfolio of branded generics, including market-leading brands in
multiple therapeutic areas, including antibiotics, respiratory, cardiovascular, pain and neuroscience.
The Healthcare Solutions business will operate as a separate business unit, reporting into Abbott's newly-created Established
Products Division (EPD), which was formed to focus on branded generics, maximizing the opportunity in emerging markets. The
business will continue to be led by its current India-based management team.
"Piramal's proven business model in India and experienced local leadership team, combined with the global resources of Abbott,
will allow us to build upon Piramal's commitment to quality and service," said Michael J. Warmuth, senior vice president,
Established Products, Pharmaceutical Products Group, Abbott.
Abbott now employs approximately 10,000 people across all of its businesses in India.
Abbott, through a wholly-owned subsidiary, purchased the assets of Piramal's Healthcare Solutions business for a $2.2 billion up-
front payment with additional payments of $400 million annually for the next four years, beginning in 2011. This transaction will not
impact Abbott's ongoing earnings per share guidance in 2010.
About Abbott
Abbott (NYSE: ABT) is a global, broad-based health care company devoted to the discovery, development, manufacture and
marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics. The company employs nearly
90,000 people and markets its products in more than 130 countries.
Some statements in this news release may be forward-looking statements for purposes of the Private Securities Litigation Reform
Act of 1995. Abbott cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual
results to differ materially from those indicated in the forward-looking statements. Economic, competitive, governmental,
technological and other factors that may affect Abbott's operations are discussed in Item 1A, "Risk Factors," to our Annual Report
on Securities and Exchange Commission Form 10-K for the year ended Dec. 31, 2009, and in Item 1A, "Risk Factors," to our
Quarterly Report on Securities and Exchange Commission Form 10-Q for the period ended March 31, 2010, and are incorporated
by reference. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as a result of
subsequent events or developments.
This acquisition was worth about US $ 1.8 billion and brought GTL Infrastructure to the third position in
terms of number of mobile towers – 33000. The money generated gave Aircel the funds for expansion
throughout the country and also for rolling out its 3G services. The transaction will see Aircel spinning off
its tower business with 17,500 towers into a special purpose vehicle (SPV), which will be acquired by GIL.
The deal, which is expected to be completed by May, will make GTL the world's largest tower company,
replacing American Tower Corporation. The GIL stock gained 4% to close at Rs 44.65 in a flat Mumbai
market on Thursday.
Post the deal, GTL will pump in another Rs 600-800 crore to upgrade the acquired business. The SPV may
be merged with GTL at a later date, said an industry analyst. GIL will invest Rs 1,750 crore from internal
accruals, while the rest will come from GTL and other group companies. "We are not contemplating raising
any new equity or FCCBs," he said. GTL's debt equity ratio now stands at 1.21. GTL will pay 11% interest
on the Rs 5,000-crore eight-year loan for the first year.
GTL will roll out another 20,000 towers over the next three years, and will enjoy the right of first refusal to
service Aircel. In other words, Aircel can go to any other tower company, if GTL fails to service Aircel's
requirements. "Post this transaction, we expect to have an annual recurring revenue base of Rs 1,800 crore
with an EBITDA of more than Rs 1,200 crore from FY11," said Mr Tirodkar, adding that Aircel will
contribute not more than 30% of GTL's revenue going forward.
Flush with funds from the transaction, Aircel will now complete its pan-India footprint by June, becoming a
national operator. "We are targeting 100-million users by 2010 and hope to double our base stations to
80,000 by then. This money will go towards meeting those targets," Aircel COO Gurdeep Singh said.
Aircel's promoters, Malaysia's Maxis Communications and Chennai-based Apollo group, have pumped in $5
billion in the company till now.
"Another $5 billion will be invested by FY13. We are fully funded," Mr Singh added. GTL currently has
15,000 towers and combined with Aircel's 17,500, the company will have 32,500 towers by May. The
combined tenancy of the two is an average 1.17 per tower. "If our tenancy crosses two (operators per tower)
next year, we can start generating cash flows," said Mr Tirodkar, adding that Aircel's towers come at a
"reasonable" valuation for GTL. The per tower cost works out to Rs 48 lakh. GTL is targeting a tower base
of over 50,000 by FY13.
This merger between the twofor a price of Rs 3000 cr would help ICICI improve its market share in northern
as well as western India. Shareholders of the troubled Bank of Rajasthan Ltd (BoR) are set to get 25 shares
of ICICI Bank Ltd for 118 shares of BoR in the ratio of 4.72:1, after the boards of the two banks decided to
go ahead with a merger.
“This is based on an internal analysis of the strategic value of the proposed amalgamation, average market
capitalization per branch of old private sector banks and relevant precedent transactions,” an ICICI Bank
release said, after its board gave its in-principle approval to the proposal.
BoR promoter Pravin Kumar Tayal termed the proposed merger as a “win-win” situation for all—the banks,
their employees and investors.
In a day of high drama, BoR stock rose 19.95% on the Bombay Stock Exchange to close at Rs99.50, its year
high, and after trading hours, the bank sent a release to the stock exchanges saying its board will meet in the
evening to discuss a proposal of merging the bank with ICICI Bank.
Boads of both banks met in the evening separately, and after the meeting ICICI Bank sent a release, saying,
it “has entered into an agreement with certain shareholders of Bank of Rajasthan agreeing to effect the
amalgamation of Bank of Rajasthan” with itself.
Audit firm Haribhakti and Co. and Deloitte Haskins and Sells will assess the valuation of Bank of Rajasthan
and the boards of both banks will meet on 23 May to seal the deal.
“The final determination of the share exchange ratio is subject to due diligence, independent valuation,”
ICICI Bank said.
Most banking analysts said the currently proposed swap ratio is highly favourable to Bank of Rajasthan
shareholders.
A back-of-the-envelope calculation by analysts values the deal at more than Rs3,000 crore and per branch
acquisition cost at Rs7 crore for ICICI Bank, almost equivalent to ICICI’s per branch opening cost.
ICICI Bank, India’s second largest lender, is among banks that held talks to buy a controlling stake in Bank
of Rajasthan, The Economic Times reported on 6 May.
This will be ICICI Bank’s third acquisition after Bank of Madura in 2000-01 and Sangli Bank in 2006-07.
The first acquisition helped ICICI Bank step up its presence in the south and the second in the west. The
BoR acquisition will strengthen its network in northern as well as western India.
BoR has a network of 463 branches and 111 ATMs. About 60% of its branches are in Rajasthan. ICICI
Bank, India’s largest private sector lender, has a network of 2,009 branches and 5,219 ATMs.
ICICI Bank has an asset base of Rs3.63 trillion and posted a net profit of Rs4,025 crore in 2010. BoR’s asset
base is Rs17,224 crore and in first nine months of fiscal 2010, its net loss was Rs9.82 crore. It posted a net
loss of Rs44.70 crore for the December quarter and has not announced March quarter earnings.
BoR’s net non-performing assets as a percentage of total loans in December was 1.05%. The comparable
figure for ICICI Bank for the year-end is 1.55%.
“The proposed amalgamation would substantially enhance ICICI Bank’s branch network, already the largest
among Indian private sector banks, and especially strengthen its presence in northern and western India. It
would combine Bank of Rajasthan’s branch franchise with ICICI Bank’s strong capital base,” the ICICI
Bank release said.
India’s capital markets regulator in March banned BoR promoter Tayal and about 100 companies and people
associated with his family from trading in securities for improper disclosure about their holdings in the bank.
According to the Securities and Exchange Board of India, the Tayal family owned 55.01% of the bank in
December, even though Tayal claimed his group stake was 28.06%.
BoR has also been under the scanner of the Reserve Bank of India (RBI) for alleged violation of banking
regulations, including those on corporate governance.
G. Padmanabhan, BoR managing director and chief executive officer, was appointed by RBI in November
for two years with a mandate to improve corporate governance practices at the bank.
"The entry of a large strategic investor into the company (Ispat) will strengthen its balance-sheet and enable productive utilisation of
its capacity," ICICI Bank's Managing Director & CEO Chanda Kochhar said in a statement here.
Ispat Industries, which is under corporate debt restructuring (CDR), is promoted by Pramod and Vinod Mittal brothers of the world's
fifth richest person Lakshmi Mittal. Earlier in the day, the Sajjan Jindal-led JSW Steel said that it is purchasing shares of Ispat
Industries worth Rs 2,157 crore at Rs 19.85 a share.
Ispat Industries will issue on a preferential basis, 108.66 crore equity shares at Rs 19.85 per share for a consideration of Rs 2,157
crore. In addition, JSW will make an open offer to the minority shareholders of Ispat Industries as per SEBI guidelines, JSW Steel
said in a statement.
While JSW's holding will be at 41.29 per cent on completion of the preferential allotment, with a scope to go up based on the
outcome of the open offer, the existing promoters will hold 26 per cent on completion of the transaction.
Dilution of holding for both the parties will occur in case of capital raising in the future. JSW will further re-finance the entire
outstanding debt of Ispat, it said.
"This transaction protects the interests of lenders and enhances value for other stakeholders. Further, this transaction also benefits
the economy as a whole, as it will lead to optimal and efficient utilisation of one of the largest steel-making facilities in the country at
a time when we are embarking on a major investment drive," Kochhar said.
Reckitt acquired Paras Pharmaat a price of US $ 726 million to basically strengthen its healthcare business
in the country. This was Reckitt’s move to establish itself as a strong consumer healthcare player in the fast
growing Indian market. Multinational FMCG giant Reckitt Benckiser on Monday said it had agreed to fully acquire
Ahmedabad-based Paras Pharmaceuticals for Rs.3,260 crore.
As part of the deal, the company will buy the 63 per cent stake of emerging markets private equity investor Actis, along
those of Sequoia Capital and the remaining shareholders, including Paras founder Girish Patel and his family, Reckitt
Benckiser (RB) says in a statement.
RB will finance the transaction from existing facilities, the statement adds.
Commenting on the acquisition, Reckitt Benckiser CEO Bart Becht said: “It creates a material health care business in
India, one of the most promising health care markets in the world with the addition of a number of strong and leading
brands.”
Paras Founder and Chairman Girish Patel, who will sell his family's stake in the business said: “We have been on a
rewarding journey with Actis and the quality of our partnership has proved to be the key reason for the recent success of
the company...I believe RB will take our already strong brands to the next level.”
Paras is a privately-owned firm with a portfolio of leading over-the-counter health and personal care brands including,
Moov, D'Cold, Dermicool, Krack, Itch Guard and Ring Guard.
It also has a personal care business led by Set Wet, a leading hair gel and deodorant brand.
In the fiscal year ended March 2010, Paras had net sales of Rs.401.4 crore with earnings before interest, taxes,
depreciation and amortisation for the same year of Rs.108.30 crore, the statement adds. The company has a brand new
state-of-the-art and good manufacturing practice compliant manufacturing plant located at Baddi in Northern India,
which employs around 700 people.
While RB was advised by JPMorgan, Actis and the other Paras shareholders sought the services of Morgan Stanley for the
purpose.
Mahindra acquired a 70% controlling stake in troubled South Korea auto major Ssang Yong at US $ 463
million. Along with the edge it would give Mahindra in terms of the R & D capabilities, this deal would also
help them utilise the 98 country strong dealer network of Ssang Yong. With more than 12 different verticals
from real estate to retail to defence, Mahindra has been there done that in almost every field. But at its core
even today lies the automotive sector. By core I don’t really mean their success is defined only by this
sector. But instead it’s seen one of their ‘best’ R & D spending over the years in developing new models.
Mahindra was founded on the premise of building utility vehicles.
And today, Mahindra seems to have taken one of their biggest steps in building themselves as a global
brand. They have acquired a 70% controlling stake in SsangYong, the South Korean auto maker for US $
463 million.
So what is SsangYong?
SsangYong Motor Company was a part of the SsangYong Group, a multibillion dollar conglomerate in
South Korea. The group was broken apart because of the problems during the South East Asian Crisis of
1997.
SsangYong Motor Company initially became a part of Daewoo in 1998 and is now controlled by the
Shanghai Automotive Industry Corporation (SAIC). The group’s product portfolio comprises of a luxury
sedan, four sport utility vehicles and a multipurpose vehicle.
M & M will be able to strongly utilise the strong R & D capabilities of SsangYong. The fact that they have
not been very good since 2003 in developing new models because of poor management is a problem. The
fact that Mahindra is planning to launch 3-5 models in the next couple of years shows that they mean
BUSINESS! They aim to improve on this by improving the entire management of the organization.
One of the biggest gains for them would be the 98 countries strong dealer network of SsangYong which
would help them to market M & M as well as SsangYong models in an amazing manner. SsangYong also
has an edge in premium segment vehicles and this could help Mahindra to expand its profile into this
particular segment.
Mahindra therefore aims to combine its strength in sourcing and marketing with SsangYong’s strong
capabilities in technology.
Mahindra has been performing fantastically over the last couple of quarters which has increased its liquid
assets massively. Therefore it would be easily able to fund the acquisition with its internal accruals.
Even SsangYong has been making operating profits since the beginning of 2010 and has even decreased
costs as well as its workforce.
The labour union of SYMC, M&M and SYMC have also signed a tripartite agreement with provisions for
employment protection, long-term investment and a commitment for no labour disputes.
Now all companies think of doing this right? Going by M & M’s reputation, I am sure they would follow
this with all fairness.
Fortis Healthcare, the unlisted company owned by Malvinder and Shivinder Singh looks set to make it two
in two in terms of acquisitions. After acquiring Hong Kong’s Quality Healthcare Asia Ltd for around Rs 882
cr last month, they are planning on acquiring Dental Corp, the largest dental services provider in Australia at
Rs 450 cr. Fortis Global Healthcare Holdings Pte Ltd., owned by the family that controls India's Fortis
Healthcare Ltd., has announced its plans to acquire the Hong Kong-based Quality Healthcare Asia Ltd
(QHA) for cost worth Rs 882 crore.
Fortis Global Healthcare will acquire five subsidiaries of QHA - Quality HeatlhCare, Quality HealthCare
Medical Holdings, Quality HealthCare Medical Services, Quality HealthCare Services and Portex.
“The acquired businesses comprise a network of over 60 wholly-owned medical centres, over 500 affiliated
clinics, over 40 dental and physiotherapy centres and a private nursing agency with a database of over 3,000
nurses,” according to the company statement.
Quality Healthcare is the health-care operator in Hong Kong, providing medical services and allied health
services. According to the sources, this acquisition may lead to the change of name of the Quality
HealthCare Services.
As you see in the list, the M & A’s have happened across industries and sectors like banking, automotive,
healthcare, FMCG, telecom etc. This shows that this really has been the dream year of Indian industry.