1.7 GROWTH Measuring size net profit capital employed market capitalization sales turnover market share Number of employees Small businesses Lack of specialists Problems in raising both short and longterm finance Marketing risks of limited product range Difficulty in finding suitable, reasonably priced premises WHAT IS YOUR GLOBAL PERSPECTIVE ? COMPANY NON-US REVENUE AS % OF TOTAL REVENUE Colgate Palmolive 72 Avon 66 McDonald’s 62 Coca cola 61 Gillette 60 TYPES OF GLOBAL ORGANISATIONS Multinational corporation : a company that maintains significant operations in multiple countries but manages them from a base in the home country. Transnational corporation : a company that maintains significant operations in more than one country but decentralizes management to the local country. Borderless organization : a global type of organization in which artificial geographical barriers are eliminated HOW ORGANISATIONS GROW TO GO GLOBAL ? Foreign subsidiary Joint ventures Strategic Hiring foreign alliances representation or contracting Licensing/ Exporting to foreign with foreign Franchising countries mfrs Business growth Business expansion Internal growth External growth through integration Mergers Take-overs External growth Horizontal Same industry – Same stage of production Vertical Backwards – Same industry Towards previous processes Conglomerate With different Industries/ markets Forwards – Towards the Consumer/ market India is now emerging as a promising high growth M&A market…. Corporate Finance Deals in India 300 450 Value of Deals in Rs. Bn Number of Deals 400 350 200 300 150 250 200 100 150 50 100 0 50 FH 1999 SH 1999 FH 2000 SH 2000 FH – First Half, SH – Second Half Source: India Advisory Partners Report FH 2001 SH 2001 FH 2002 SH 2002 FH 2003 SH 2003 FH 2004 SH 2004 FH 2005 Number of Deals Value of Deals in Rs. Bn 250 Dabur - Balsara The Deal: The Terms: acquired the entire business of • Purchase consideration: Rs. 140 crores (US$33 mn) • All Cash Deal • Funded mainly through internal accruals, additional loans of about Rs. 20 crores Rationale: • Strengthen Dabur’s position in oral care • Add new avenues of growth : household care • Economies of scale from combined business : significant synergy • High growth potential as penetration of categories quite low Oracle – i-flex The Deal: The Terms: Rationale: acquired Citigroup Venture Capital International’s 41% stake in Purchase Consideration Operations post acquisition • Acquisition of Citigroup Venture Capital International’s 41% stake for US$ 593 mn (Rs. 2,575 cr) • i-flex to remain a publicly listed company • Open offer, as per SEBI guidelines, for an additional 20% stake – US$316 mn (Rs. 1,370 cr) • Will pursue its own product services and growth plans • Current management to continue • Oracle will gain a foothold into the packaged applications market for banks, which is currently dominated by SAP • i-flex will be able to leverage on Oracle’s relationships with Tier–I banks in the lucrative US market for its core banking product Flexcube. It will also gain direct access to Oracle’s global infrastructure, resources and support and 8,500 banking customers for its offshore services business Indian corporates have come to the conclusion that in order to achieve global leadership…..M&A would be the primary tool In M&A - Strategic thinking would have to be backed by operational excellence Define a clear focused acquisition strategy View acquisitions as a way to execute the business strategy successfully and faster Develop a proactive approach to identification of players and opportunities Understand own business’ core competencies and how they can be best leveraged to pay an optimum price to the target Define M&A success metrics Typical M&A Process It is important to understand first certain basic rules of valuation Not “precise” – it is “subjective” There cannot be A RIGHT ANSWER – there are only analysed, well reasoned range of values Value lies in the eyes of the beholder – so true! Important to get first clarity on the following : – Why to value ? – What to value ? – How to value? There are 3 different approaches to valuation Asset based approach Markets based approach Historical cost / Net Market Multiples Realizable Value – Companies in liquidation – Projects under construction Mainly should be looked at from a perspective of determining the “base value” Earnings based approach Comparable companies Comparable transactions Cross verification of value derived from other methodologies Going concern value based on profits / cash flows to be derived from businesses DCF / PECV / Dividend discounting method Most preferred method – DCF methodology Other key aspects of Valuations Appropriate methodology depends on: – nature of interest in the business which is being valued – prospects for the company and the industry in which it operates – type of business – access to information (eg: hostile situations) – market value of other firms which are traded actively in the free and open market The critical or key part of any valuation is a good understanding of the company / business Other key aspects of Valuations Actual valuation is based on bargaining powers of buyers and sellers Value of a business is dynamic and not static Valuation assists in determining a "Fair Value" to which a premium or discount may be added based on negotiations. – Market share premium – Controlling stake premium – Brand value premium – Cost of not acquiring – Small player discount – Discount for potential loss of employees – Discount for potential loss of contracts / customers Due Diligence Process A due diligence ensures that what you see is what you get! A review of the target and the company by an independent party A process which analyses, discusses threadbare all investment issues – so that no post deal surprises happen come up later Proper documentation of the transaction Post issue identification, transaction is valued properly Typically, 3 main types of due diligences – Financial – Tax – Legal – Besides, more specialist oriented - Environmental, Technology, HR DD may influence – Price – Structure and terms – Deal (could be a deal breaker) Whether the deal is a small one or large one, amount of due diligence is the same. ……..small deals is not just about handshakes Some examples of typical due diligence issues…. Management’s over optimism in terms of projections Common costs and separation issues in carve outs Inter Group business issues / related party issues (loans & Advances, procurement from group companies) Assessment of working capital requirement of business Acquisition related liabilities (past acquisitions, deferred consideration) Contingent Liabilities Taxation – Transfer pricing issues, availability and continuity of tax holidays Change management related issues Weakness in internal controls Deal Communication Communication surrounding M&A – External & Internal Crucial communication – hence needs to be handled carefully Communication should be effective and bring out benefits of the deal to – Investors – Employees – Other stake holders Important to respect government approvals and statutory requirements Deal Integration With the Catching, ends the pleasure of chase - Abraham Lincoln Many mergers have failed………. 2 out of 3 deals have not worked; the only winners are the shareholders of the acquired firm, who sell their company for more than it is really worth Economist 1999 From 1987 to 1989 17% of the 393 downgrades by Moody were due to M&A issues. From 1998 to 2001 this percentage rose to 60%. – The biggest hindrances to a successful transaction are according to Moody are encountered in the Post Merger Integration. – In particular risks in the area of Synergies, Communication, Corporate Culture and Project Management are not properly dealt with. Some more statistics………. Just 23% of all acquisitions earn their cost of capital In acquired companies, 47% of executives leave within the first year; 74% leave within the first three years Synergies projected for the deals are not achieved in 70% of the cases Most CEOs and CFOs quote people problems and cultural factors as top factors in failed integrations Different stakeholders would have different concerns………….and each would have to be handled differently Investors Top Management Middle Management Front line employees Customers It’s important to have a team in place which can bring consensus besides having some past experience of the process Various post deal integration factors… Speed Cultural mismatch Global complexities Corporate Arrogance Confusion on authority Enhancing customer focus Retaining people – re-recruitment plan Communication and feedback throughout the integration An example : integration challenges in a telecom merger Key value drivers in cellular acquisitions – Economies of scale, expanding footprint, early mover advantage Value creation is always achieved from ability to manage integration The backend IT integration issues – Billing, CRM, Service levels, back end integration Learning curve helps ! – Bharti took 36 months to integrate billing in its first acquisition (Andra Pradesh); it just took less than 6 months for later acquisition (Rajasthan) – To launch the brand - It took 7 months (AP) and 14 months (Chennai) earlier ; it took just 3 months for the later deal (Rajasthan) Some thoughts on integration challenges typically in cross border M&A Ratio of successful cross border deals has been low (in some estimates 50%) Different types of Cultural differences – Language barriers (typically for European acquisitions) – Divergent work practices (Japan’s Bridgestone’s acquisition of Firestone) – Organizational structure (Japan Vs USA) – Compensation structures (Daimler Chrysler) Demergers – current flavour of the day Demergers / Spinoffs Mainly done to create shareholders’ value ; especially in cases wherein valuations are not reflecting true inherent value Better valuations of parts which could neglected in a conglomerate structure Classically, textbooks define “forms of restructuring business firms” under the following : – Expansions (Mergers / Acquisitions / JVs) – Sell offs (Spin-offs / Divestitures) A spinoff creates a new legal entity ; shares are distributed on a pro rata basis to existing shareholders of the parent company Note : there is a separation of control and new entity may develop policies and strategies different from original parent Divestiture involves sale of portion of the firm to an outside third party. Cash or equivalent consideration is received by the divesting firm. Demergers / Spinoffs Spin-offs in India on an average have done well – especially ones wherein there was a clear case wherein a higher profitability business is separated from less promising ones Godrej Soaps – Demerger of Godrej Consumer Products Wockhardt – Demerger of Wockhardt Lifesciences Dabur – Demerger of Dabur Pharma Eveready – Demerger of Tea business GE Shipping – Demerger of Oilfield services division Mafatlal Industries – Navin Fluorine There are various rationales and motives that drive M&A….. Buy underperforming businesses domestically (at current levels) – wherein buyer has capabilities to derive upsides – Wockhardt Merind – Dabur Balsara Buy underperforming businesses overseas – wherein buyer has restructuring capabilities – Some of the European pharma acquisitions by Indian companies – Asian Paints’ acquisitions in emerging markets – Recent auto component / engineering acquisitions in Europe by Indian companies Buy Businesses / Companies which allows you to expand in different markets overseas – Indian Pharma’s overseas acquisitions Buy businesses / companies which gives you access to lucrative customer relationships – Bharat Forge’s acquisition of Dana Spicer’s UK order book There are various rationales and motives that drive M&A….. Buy Companies which gives you a wider domestic reach / pan India presence – Cellular acquisitions of Bharti – Cement companies’ acquisitions – Deccan Chronicle – Asian Age Buy a business which gives you a parallel distribution network – HLL Modern Foods Buy a direct competitor who is debt ridden – Nirma Saurashtra Chemicals – IFFCO Oswal Fertilizer unit – Eveready BPL Batteries Buy a good plant / asset from a debt ridden / under performing company – Recent API asset buyouts of Wanbury, Unichem and Matrix’s acqusition of formulations plant of Sigma There are various rationales and motives that drive M&A….. “India entry” with a leader – DHL Blue Dart – Holcim ACC Gujarat Ambuja Buy an “India exit” candidate – – – – Nicholas Piramal acquisitions Zydus Cadila - German Remedies Skanska – Italian Thai Development Metropolis – Gribbles Pathnet Strategic use of capabilities / resources – Barter model of Bennett & Coleman (Pantaloon, Hakoba, Today’s, Videocon) – Gujarat Ambuja’s recent Rs 60 crore investment (15% stake) in ING Vysya Life Insurance Company Limited