Professional Documents
Culture Documents
NAB is currently bidding in a consor- the mean time NAB does not expect
tium with AMP, to take over AXA its bid to be completed until May or
Pacific's business outside Australia June of this fiscal year and needs to
and New Zealand. The businesses overcome any hurdles that may be put AXA ranks as the
which NAB plans to take over from in its way by the Australian Competi- 73rd largest
AXA AP, include the Australian and tion and Consumer Commission.
New Zealand wealth management and But probable extension may work in company in the
financial protection businesses the bank's favour because it could tap world (based on
(including Australian mature busi- more of its existing capital to pay for revenue) on the
ness); aligned advisory businesses its portion of the deal instead of rising 2009 Fortune
such as IPAC, Genesys, AXA Finan- as much as $1.5 billion from share-
cial Planning, Charter Financial Plan- holders as it originally planned. Global 500 list.
ning; and a 50 per cent stake in Alli- The plan to merge AXA AP with
anceBernstein Australia Ltd. NAB's MLC wealth management
AMP is now at the back foot as its business was first proposed in 1997
$12.8 billion bid for AXA Asia Pa- and had remained an ambition ever
cific was passed second by a $14.2b since. The two sides i.e. NAB & AXA
TRIV
offer by rival National Australia SA were given the green light to start IA
Bank. AMP is trying its level best by negotiations after the agreement be- Despit
e being
offering a cash and stock offer, but tween AXA SA and its previous bid- in uppe written
that has been rejected by AXA Asia ding partner AMP expired. NAB is r case,
is not a "AXA
n acron "
Pacific's independent directors. AMP now free to deal directly with AXA was ch ym, bu
is also put in a tight spot after it de- SA. ose t
name c n because its
clared its offer best and final. The deal is crucial as the contending an be p
nounce ro -
In the bid there are various high level companies and financial advisories are d easil
ple wh y by peo
advisors involved such as JP Morgan keeping a close check on the develop- o spea -
Chase & Co is advising NAB; AXA is ments and any wrong move can affect langua k any
ge.
advised by Macquarie Group; while the valuation and the bid acceptance
Deutsche Bank AG is advising AXA or rejection.
SA and AMP is advised by UBS. In
“The real measure of your wealth is how much you'd be worth if you lost all your money.” -
Author Unknown
SYMBIONT Page 4
"Your money or your life." We know what to do when a burglar makes this demand of us, but not when
God does” - Mignon McLaughlin, The Second Neurotic's Notebook, 1966
Volume II Issue 4 Page 5
“Inflation is when you pay fifteen dollars for the ten-dollar haircut you used to get for five dollars
when you had hair.” Sam Ewing
SYMBIONT Page 6
“Wealth - any income that is at least one hundred dollars more a year than the income of one's wife's
sister's husband.” - H.L. Mencken
Volume II Issue 4 Page 7
ACQUIRER
A spokesman of Goldman Sachs re- higher prices. Warehousing companies
ported on Friday, February 19th, 2010 earn fees to store this metal. This deal
Goldmans Sachs
that it planned to buy U.S. – based will give the U.S. investment bank a
warehouse and logistics company business specializing in the storage of ACQUIREE
Metro International Trade Services. metals traded on the London Metal
Metro is a warehouse and logistics Exchange. London Metal Ex-
company that runs a global network of It is believed by experts in the field change (LME) ware-
London Metal Exchange approved that Goldman Sachs is entering into housing company
warehouses for primary aluminum, alu- this deal for mainly two reasons: Metro International
minum alloy, copper, lead, nickel, plas- Trade Services.
tic, steel, tin, zinc and plastics. It stores (1) It believes it will make an accept-
these metals in warehouses at over 20 able return on its investment, both in
locations worldwide. the contexts of an annual return and DEAL VALUE
However the Goldman official did not subsequent capital appreciation.
reveal as to how much was the deal Undisclosed
worth. It was told by a source to Dow (2) It believes that in future the world
Jones newswires that the warehouse resources are economically important DEAL NATURE
company which is based in Detroit going forward.
would be run under independent man- Acquisition
agement from Goldman Sachs and it Through this deal Goldman Sachs is
would retain its brand. Goldman Sachs trying to have a control over the cost PURPOSE
has been a commercial customer of of carrying the metals trade.
Metro for some years now. Warehousing and financing are big To have control over
Warehousing companies such as Metro business, with banks and other inves- the cost of carry in
the metals trade
cater to contagion financing through tors earning millions of dollars by
which banks and other investors earn buying cash metal cheaply and simul-
millions of dollars by buying cash taneously selling it forward at higher
metal at a lower cost and prices, earning the difference.
simultaneously selling it forward at
“Business is the art of extracting money from another man's pocket without resorting to violence.” -
Max Amsterdam
SYMBIONT Page 8
4) Name the Indian telecomm giant that confirmed $10.7 bn bid for
Zain Africa assests.
QUIZ
8) Name the retail giant planning to buy digital movie provider Vudu.
Clandestine Takeover
The clause 40 of the Listing Agreement of stock exchange allows a person to buy up to 5%
stake in a company without any prior permission. After 5%, they ought to inform the stock
exchange.
Mandatory Bid
This bid is laid by the offeror when he has 30% or more and less than 50% of the voting
rights of the offeree company and this should be in cash and the offer price should be the
highest price, which offeror had paid in the past 12 months for those shares.
Proxy Battles
They take place when the agenda items at the meeting are likely to be opposed by dissident
shareholders. Management of the company collects proxies to face these opponents in the
meeting of Board of Directors.
Partial Bid
When a bid is made for acquiring part of the shares of a class of capital where the offeror in-
tends to obtain effective control. This is made for the equity shares.
Mandatory Bid
This bid is laid by the offeror when he has 30% or more and less than 50% of the voting
rights of the offeree company and this should be in cash and the offer price should be the
highest price, which offeror had paid in the past 12 months for those shares.
Pac-Man Strategy
The target company attempts to take over the hostile raider. This happens when the target
company is larger than the predator.
Competitive Bid
This can be made by any person within 21 days of public announcement of the offer made by
the acquirer. This can be made by the public announcement and should be for the equal num-
ber of shares or more for which the first offer was made.
Holding company
The holding company would have more than 50% of the total voting power and has the con-
trol on the other company.
Poison Put
A covenant allowing the bond holder to demand repayment in the event of a hostile takeover.
Consolidation
The fusion of two companies in which both the companies lose their identity and form a new
company. Share holders get the shares of the new company.
SYMBIONT Page 10
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.
The ten biggest Mergers and Acquisitions deals in India recorded are as follows:
1. 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.
3. 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.
4. Indian pharma industry registered its first biggest in 2008 M&A deal through the acquisition
by Japanese pharmaceutical company Daiichi Sankyo of Indian major Ranbaxy for $4.5
billion.
5. 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.
6. In November 2008 NTT DoCoMo, the Japan based telecom firm acquired 26% stake in
Tata Teleservices for USD 2.7 billion.
7. India's financial industry saw the merging of two prominent banks - HDFC Bank and Cen-
turion Bank of Punjab. The deal took place in February 2008 for $2.4 billion.
8. Tata Motors acquired Jaguar and Land Rover brands from Ford Motor in March
2008. The deal amounted to $2.3 billion.
9. 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.
10. In May 2007, Suzlon Energy obtained the Germany-based wind turbine producer Re
power. The 10th largest in India, the M&A deal amounted to $1.7 billion.
Overseas investment by Indian companies has increased in Europe in particular. India is now
counted among the five largest investors in British companies. Financial firms happen to be the
prime targets. With an increase in the frequency of takeovers and joint ventures at a multinational
level, Indian companies are also opening up to the idea of collaborating with foreign companies for
specific purposes like acquisition of research and establishing a brand image in specific sectors.
SYMBIONT Page 11
CROSSWORD
Across Down
1. The process where a company tries to prevent a 2. Suzlon Energy acquired this company through
hostile takeover by selling a majority of its stock a deal of $565 million recently. (6)
to a third-party that is seeking to help the com- 3. Terapia SA is acquired by this pharmaceutical
pany, but not take it over. (9) company with a deal amounted to $324 million.
4. The fusion of two companies in which both the (7)
compa nies loose their identity and form a new 5. Zappos.com is acquired by this company for
company. Share holders get the shares of the new $847 m recently. (6)
company. (13) 6. Bangalore based mobile retailer Sangeetha mo-
7. A strategy used by the management of a target bile acquired this chennai based company with a
company to delay any action by a given potential deal of 13 cr. (7)
acquirer, in the hope that a more attractive ac- 8. Dr. Reddy's Lab acquired this company through
quirer will surface. (7) a deal worth of $597 million. (9)
9. Provisions in the legal agreements on loans, 10. A bankrupt or insolvent company which
bonds, or lines of credit. Usually written by the continues to operate while it awaits a closure or
lender to protect its position as a creditor of the merger. (6)
borrowers. (9) 12. This company acquired Kenya Petroleum
11. Canada based company NOVELIS were ac- Refinery Ltd.. The deal amounted to $500
quired by this company with a deal amount of million. (4)
$5982 m. (8)
13. Recently twitter has acquired this company to
enhance Geo location with $5.17 m. (5)
14. A premium paid to a raider to get him/her to ter-
minate a takeover attempt. (9)
SYMBIONT Page 12
QUIZ ANSWERS
1. SBI
2. 4.9%
3. 8.13%
4. Bharti
5. Hyundai Heavy Industries
6. Pantaloon Retail (India)
7. False (It has doubled)
8. Walmart
CROSSWORD ANSWERS
INSPIRED BY
Prof. Anirban Ghatak
(Coordinator- Christ University Institute of Management, Kengeri)
ABOUT SYMBIONT
Symbionts are organisms which come together for mutual benefit, just like companies go
for Mergers & Acquisitions.
SYMBIONT is a monthly newsletter dedicated exclusively to Mergers & Acquisitions.
SYMBIONT also has an online forum for related discussions. The newsletter has always
aimed to enlighten the readers about the current happenings in the M&A circuit along
with interesting add ons like crosswords, terminologies, brain teasers and many more.