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28th April 2010 Volume II, Issue 6

SYMBIONT

SYMBIONT
Strategies in mergers and acquisitions
By Andrea Rosario

The economy has seen enough. It has company can be chosen and the deal
Inside this issue:
been through rough and testing waters can be finalized at a right price.
already. Today, it‟s the time for col- Click on the link
laborations, of doing it together. Com-  Identification of future market op-
panies are fast engaging into bigger portunities, recent market trends and AT&T buys share 3
in Tech Mahindra
and major M&A deals to maximize customer's reaction to the company's
their core competency and increase products are also very important in Godrej consumer 4
productivity. But, the entire efforts that order to assess the growth potential of acquires Megasari
go into it aren‟t as easy going. There the company.
are some critical strategies that need to
Greenko acquires 5
be focused on to gain maximum out of  After finalizing the merger or ac-
LVS Power
any deal. Merger and Acquisition quisition deal, the integration process
Strategies are extremely important in of the companies should be started in
order to derive the maximum benefit time. Before the closing of the deal, Van heusen to buy 6
out of a merger or acquisition deal. It is when the negotiation process is on, Tommy Hilfiger
quite difficult to decide on the strate- from that time, the management of
gies of merger and acquisition , spe- both the companies require to work on UB group to sell 8
cially for those companies who are go- a proper integration strategy. This is to 10.27% stake in
Aventis
ing to make a merger or acquisition ensure that no potential problem crop
deal for the first time. In this case, they up after the closing of the deal. Crossword 9
take lessons from the past mergers and
acquisitions that took place in the mar-
 If the company which intends to
ket between other companies and acquire the target firm plans restruc- Quiz 10
proved to be successful. turing of the target company, then this
plan should be declared and imple-
There are however some golden rules mented within the period of acquisi- Case Study - The 10
which can be treated as the Strategies tion to avoid uncertainties. rise and fall of the
for Successful Merger or Acquisition airlines M&A
saga
Deal. A sound strategic planning can  It is also very important to con-
protect any merger from failure. sider the working environment and
culture of the workforce of the target
 Before entering in to any merger or company, at the time of drawing up
acquisition deal, the target company's Merger and Acquisition Strategies, so
market performance and market posi- that the workers of the target company
tion is required to be examined thor- do not feel left out and become
oughly so that the optimal target demoralized.

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SYMBIONT
April,
Page 3 2010
AT&T buys in share in Tech Mahindra
In return for certain business commitments
By Sudhakar and Prathiba
Caption describing picture
or graphic.
DATE March 23rd, 2010
ACQUIRER AT&T
ACQUIREE Tech Mahindra
DEAL VALUE 9,931,638 shares of Rupees 2 each
DEAL NATURE Acquisition
PURPOSE To strengthen the company business
commitments

US-based telecommunications firm AT&T is Tech Mahindra‟s second-


TRIVIA AT&T Inc. on 23 March 2010 exer- largest client contributing about 15%
cised its options to acquire 9.9 mil- of its revenues. Tech Mahindra is a
as 'Best
Was accorded lion shares, or an 8.07% stake, in joint venture between Mahindra &
v er al l R ec ru it ing & Tech Mahindra Ltd, from its promot- Mahindra, and UK telecommunica-
O io n
g O rg an iz at
Staffin ers in return for giving the company tions company BT Group. As on De-
of the Year a certain amount of business over a cember 31, 2009, M&M held around
w ar d ' (R A S BIC
A period. 44 per cent stake in Tech Mahindra
Awards 2009) Tech Mahindra has followed the while BT owned 30.85 per cent.
practice of giving cash or equity stake MBTM held 8.13 per cent stake. BT
in return for large contracts (especially is the largest customer of Tech
with its largest client, British Tele- Mahindra, accounting for around 40
com). In this case, in return for certain per cent of its revenue.
"AT&T remains a very business commitments Tech Mahindra
important client to us. gave AT&T the right to take a certain In 2004, the firm had entered into a
However, it will not stake in the company. software and professional services
have any board repre- agreement with SBC Services that
sentation. But the deal A May 10, 2005 agreement granted an later acquired AT&T Corp. Under the
will surely mean in- AT&T company options over 9.98 agreement, Tech Mahindra provided
creased business for million Tech Mahindra‟s shares, services in the areas of development,
us. Besides, it will also which are held by Mahindra-BT In- testing, maintenance, support, opera-
help us to reach out to vestment Company (Mauritius) Lim- tions and consultancy services across
other US telcos to pro- ited. That is 8 per cent of the com- AT&T‟s mass market product suites
vide services like infra- pany‟s fully diluted share capital as at both in voice and data and AT&T‟s
structure management the date of the agreement which enterprise offerings. AT&T could
services (IMS) and de- amounts to 9,931,638 shares of Rs 2 vests the options of buying the equity
vice testing." Vineet each. These options vested over a pe- shares till July 31, 2010, or whenever
Nayyar, Vice Chair- riod ending April 30, 2010, if the com- Tech Mahindra achieves the targeted
man & Managing pany achieved targeted revenues from revenues from AT&T companies dur-
Director AT&T companies as part of a technol- ing the period.
ogy outsourcing contract it gave.

“Today, there are three kinds of people: the have's, the have-not's, and the have-not-paid-for-what-
they-have's” — Earl Wilson
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SYMBIONT
Godrej consumer acquires Indonesian April, 2010

firm Megasari
This is the third largest deal by an Indian firm
By Rachna and Surya
"Megasari is a leading FMCG company in
Indonesia and it is very strong in household
insecticides with a brand called Hit, which
also happens to be one of our brands in
India," Adi Godrej, Chairman DATE

April 13, 2010

Just a month after buying Nigerian hold products company that has a
firm Tura, FMCG major Godrej turnover of Rs 550 crore. The com- ACQUIRER
Consumer Products Ltd (GCPL) pany produces various consumer
has acquired an Indonesian firm,PT goods and instant food products Godrej Consumers
Megasari Makmur Group for Rs with leading brands, including HIT
1200 crore. It is less than 15 years household insecticide, Stella air ACQUIREE
old and has plants in West Java. freshener and Mitu wet tissues.This
acquisition gives Godrej direct ac-
HSBC was the advisor to the trans- cess in the Indonesian insecticide Megasari
action. The deal is valued at around market worth Rs 1500 crore.
Rs 1,000-Rs 1,200 crore, according DEAL VALUE
to reports. The acquisition leapfrogs Mr. Adi Godrej, Chairman, GCPL,
Godrej Group into being a leading said: “Megasari Group provides us a Rs 1,000-Rs 1,200
player in household insecticides in strong platform to establish a sig-
crore
Asia with strong market share posi- nificant foothold in Indonesia,
tions in India Sri Lanka, Nepal, which is among the largest con- DEAL NATURE
Bangladesh & Indonesia. sumer markets in Asia. As an
emerging market multinational, this Acquisition
This is the biggest deal for the acquisition is an important step in
group so far and also makes it the our global 3 by 3 strategy, that is,
third largest acquisition by an In- presence in three continents: Asia, PURPOSE
dian company after the Tetley and Africa and Latin America: through
Glaceau buyouts made by the Tata three core categories: home care, With this buy, Godrej
Group. For GCPL, this is the fifth personal wash and hair care.” is also planning to
acquisition. It recently bought the take its own home
Nigerian personal-care company With Godrej looking to acquire Sara care and personal care
Tura, two hair care brands in South lee's global businesses especially in
Africa, and the UK-based Keyline emerging markets, Megasari's could products in Indonesia,
brands. More buys are in offing just be the beginning. And this time courtesy Megasari's
with the group keen on building a the war chest of Rs 3000 crore is distribution network.
global presence. already ready. The funding for the
acquisition has been done through a
Megasari is an Indonesian house- mix of debt and internal accruals.”

“Credit buying is much like being drunk. The buzz happens immediately and gives you a lift.... The
hangover comes the day after” - Joyce Brothers
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SYMBIONT
April,
Page 5 2010 Greenko acquires LVS power
The acquisition and conversion to support natural gas and expansion
is likely to involve investments of about Rs 600 crore.
Caption describing picture By Anjali and Chippy
or graphic.
DATE April 7, 2010
ACQUIRER Greenko
ACQUIREE LVS Power
DEAL VALUE $ 117.87 million
DEAL NATURE Acquisition
PURPOSE To help Greenko bag the rights to develop
117-MW gas-fired project in AP.

Greenko is a Hyderabad based AIM- tional 36.8MW liquid fuel plant to


The Directors believe listed Indian clean energy owner and natural gas (at 32MW capacity) and
that natural gas based operator. Greenko Group has acquired thereafter installation of up to 85 MW
power generation will LVS Power, a 36.8 MW liquid fuel of additional natural gas capacity in
provide excellent al- power plant. The company will invest the near term.
ternative base load up to $117.89 million in the buyout
energy generation deal including additional capital ex- The existing power generation plant
alongside our bio- penditure of $85 million. of LVS Power Limited has a long
mass assets.” Anil term "pass-through" power purchase
Chalamalasetty, CEO It has secured rights to develop 117 agreement with the state of Andhra
of Greenko MW of natural gas energy generation Pradesh. It is located on the east coast,
in the southern state of Andhra close to the KG-D6 natural gas fields
Pradesh through the purchase of LVS controlled by Reliance Energy and
Power Limited. Once developed, it LVS Power has obtained an allocation
will increase the operating capacity of of gas from those fields at a fixed
Greenko to 158 MW and the total se- price tariff for five years.
cured capacity of the company from
470 MW to 587MW. Greenko plans to finance three fourth
TRIVIA of the investment required for acquisi-
The acquisition and conversion to sup- tion through debt and balance through
LVS is the only com- port natural gas and expansion is cash. According to the CEO of
petition to Reliance likely to involve investments of about Greenko Anil Chalamalasetty the di-
Energy in the Krishna Rs 600 crore. The conversion and rectors of the company believe that
Godavari Basin oil and expansion project is said to be com- natural gas based power generation
natural gas pleted within the next two years. will provide excellent alternative base
extraction load energy generation alongside their
region. The natural gas fired project is struc- biomass assets. This strategic move
tured in two parts that includes acqui- has helped Greenko bag the rights to
sition and (after approximately two develop 117-MW gas-fired project in
years) conversion of an existing opera- Andhra Pradesh.

“While money can't buy happiness, it certainly lets you choose your own
form of misery” - Anonymous
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SYMBIONT
Phillips-Van Heusen to buy Tommy April, 2010

Hilfiger for $3 bn
Tommy Hilfiger to still remain the company head of the
brand, no major top brass changes

By Kamnashish and Nirmoy


"Tommy Hilfiger fits all of our acquisition
criteria: a strong brand, superior manage-
ment, highly profitable, immediately accre-
tive to earnings, and focused on interna-
tional growth," Phillips-Van Heusen CEO
Emanuel Chirico

DATE
Inking one of the top 10 textile fifths, because Tommy Hilfiger gen-
merger deals on record, Phillips- erates about two-thirds of its $2.25 April 11, 2010
Van Heusen Corp., owner of Calvin billion in expected revenue outside
Klein, said it agreed to buy Tommy the U.S. Tommy Hilfiger also still ACQUIRER
Hilfiger B.V. for about $3 billion in has room for growth, including in
cash and stock to expand the label markets such as Italy, France and Phillips-Van Heusen
and its own portfolio from Izod to Eastern Europe as well as in Asia, Corp
Arrow internationally. the brand's Chief Executive Fred ACQUIREE
Gehring told MarketWatch.
The combination will about double
Tommy Hilfiger
the size of Phillips-Van Heusen to The deal came together in part from
$4.6 billion from about $2.35 bil- the two companies' existing rela-
lion, New York-based Phillips-Van tionship. Phillips-Van Heusen has DEAL VALUE
Heusen said. It also will make been making ties and started also
$3 billion
Tommy Hilfiger the company's big- making dress shirts for Tommy Hil-
gest brand, generating about 50% figer about 18 months ago through
of both its sales and profit. That licensing agreements. Both compa- DEAL NATURE
overtakes Calvin Klein, which nies also had ties with Apax Part-
represents about 18% of the com- ners, which helped finance Phillips- Merger
pany's sales and 45% of its profit, Van Heusen's 2003 buyout of Cal-
Chief Executive Emanuel Chirico vin Klein and took Tommy Hilfiger Expansion and
said in an interview. private in 2006. retailing leadership in
Asia
It also will increase the company's The talks got more serious last fall
international exposure, from about beyond the two companies' explor-
10% of total sales to nearly two- ing additional licensing opportuni-
ties.

"Diversification is a protection against ignorance. It makes little sense for those who
know what they're doing." - Warren Buffet
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SYMBIONT
April,
Page 7 2010 RIL and Atlas Energy work towards a
Joint Venture
The domain of entry is a lucrative and proposed profitable to the
Caption describing picture Indian giant
or graphic.
By Tom and Jose

DATE April 9 ,2010


ACQUIRER RIL
ACQUIREE Atlas Energy
DEAL VALUE 40% stake ($1.7 bn)
DEAL NATURE Joint Venture
PURPOSE To accelerate growth and feed new
expansion plans

Indian giant Reliance industries lim- attempts to break into new markets
ited and US Atlas energy Inc have and expand its various businesses in-
“This joint venture decided to enter a joint venture with cluding refining, oil and gas explora-
will materially in- RIL buying 40% stake of Atlas opera- tion and petrochemicals.
crease Reliance's re- tion in Marcellus Shale for $1.7 bil-
sources base and lion .The nation‟s biggest private com- About the Partners
provide Reliance with pany RIL will invest $340 million in
an entirely new plat- cash for the stake and pay Atlas‟ drill-
form from which to ing expenses of up to $1.36 billion Atlas Energy, Inc. is one of the largest
grow its exploration over the next five-and-a-half years. independent natural gas producers in
and production busi- Atlas will serve as the development the Appalachia and Michigan Basins
ness while simultane- operator for the joint venture. and a leading producer in the Marcel-
ously enhancing its
lus Shale in Pennsylvania. Atlas En-
ability to operate un- Reliance will acquire a 40% undivided
conventional projects ergy, Inc. is also the country's largest
interest in approximately 300,000 net
in the future." Mr. acres (120,000 net to Reliance) of un- sponsor and manager of tax-
PMS Prasad, Execu- developed leasehold held by Atlas, advantaged energy investment part-
tive Director, Reli- and Atlas will retain a 60% undivided nerships.
ance Industries interest in the acreage.

For Reliance, the investment may be Reliance Industries Limited, an India-


an experiment to benefit from what is based industrial enterprise, is one of
potentially a game-changer in the US the largest refiners and petrochemical
economy where oil & gas prices are producers in the world. Its recent mar-
key to economic and political deci-
ket capitalization was over $78 billion
sions.
and Reliance currently produces al-
The deal will help Reliance, controlled most 3 Bcfe per day of oil & gas pro-
by billionaire Mukesh Ambani, to duction from their E&P operations.
stamp its presence outside India, as it

"Doing more and more with less and less is one form of being generous. In fact, the
easiest way to become rich is by being generous." - Robert Kiyosaki
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SYMBIONT
UB group to sell 10.27% stake in Aventis April, 2010

Mallya will continue as chairman of Aventis Pharma


By Puneet Singh

"India is an important market for the san-


ofi-aventis Group. The co-promoters' de-
cision to exit Aventis Pharma Limited's
capital has provided the sanofi-aventis
Group with an opportunity to consolidate
its presence in this high-growth market,"
Mr.McDoff, Managing Director, Aventis
DATE

Vijay Mallya's United Breweries by the UB Group are expected to March 23rd, 2010
(UB) Group is exiting its holding in sell the stake on or after March 30.
Aventis Pharma Ltd (sanofi-aventis)
by selling a 10.27 per cent stake in UB Group's association with ACQUIRER
the company, in a deal worth Rs Aventis began during early 1960s,
414.11 crore. However, Mallya will when the late Vittal Mallya joined United Breweries
continue as chairman of Aventis hands with Hoechst AG of Ger-
(UB) Gro
Pharma. many to co-promote then called
Hoechst Pharmaceuticals Ltd,
Hoechst GmbH, a 100 per cent sub- which was later renamed Aventis
sidiary of France's largest drugmaker Pharma India. ACQUIREE
sanofi-aventis SA, said the deal
would help Hoechst consolidate its Mallya will use the proceeds of Aventis Pharma Ltd
holding in Aventis Pharma from the this sale to retire a part of the Rs
present 50.10 per cent to 60.37 per 1,600 crore debt in UB Holdings
cent and become the sole promoter. Limited, which holds significant DEAL VALUE
stakes in United Breweries, United
Hoechst will acquire 2,366,380 eq- Spirits and Kingfisher Airlines. Rs 414.11 crore
uity shares held by the UB Group at UBHL has also pledged substantial
a price of Rs 1,750 per share. For- stake to raise debt for United Spir-
eign Institutional Investors (FII) hold its and Kingfisher Arlines. DEAL NATURE
7.57 per cent stake, mutual funds and
UTI (14.37 per cent) and corporates UB Group also owns a fertiliser
Demerger
hold 5.73 per cent of the Rs 1,056 firm, Mangalore Chemicals & Fer-
crore plus Aventis Pharma, as per tilisers, and the management has
the shareholding pattern as of 31 De- PURPOSE
been stating that it will be for sale
cember 2009.
UB Group's shares in Aventis are provided that there is a proper
To help Hoechst con-
held by Kingfisher Finvest India, price, post the pending subsidies
Unit ed Br ewer ies Ho ld ing s, from Centre, which itself is close solidate its holding in
McDowell Holdings and Mallya Pri- to Rs 400 crore. Aventis Pharma
vate Ltd. Various entities controlled

"The aim in life is not to die rich. It is to spend as much money as you can afford."
Harry Triguboff
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CROSSWORD

ACROSS DOWN
2. Hasbro has a tie up with Funskool India to mar- 1. During Wimbledon 1995 Pete Sampras and
ket its toys and games in India. Name the par- Andre Agassi played a mock tennis match at
ent company of Funskool. Trafalgar Square in London to shoot a com-
4. Which UK Company did Dr Reddy's Laborato- mercial for which company?
ries buy as part of a two-company acquisition 2. Following the super success of Food World,
in 2002? the Spencers Group launched two other chains
7. What was advertised with the slogan “You of superstores. Health & Glow and?
press the button and we do the rest”? 3. Which company did Reliance Infocomm buy
8. Which brand created a sensation by sticking a recently?
Ford Cortina to a billboard at a busy junction in 5. Bank of _____ merged with ICICI Bank in
London? 2001?
11. What was launched in 1959 in Kansas by the 6. To which company did the shipment of tea
Carney Brothers? destroyed by the American colonists during
13. Honda advertised in the 1960s with the line the Boston Tea Party in 1773 belong?
“You meet the nicest people on a Honda”. 9. This was the classification of the highest qual-
Which Indian automobiles advertised two dec- ity of ships, by the Lloyds shipping Registrar
ades later with the same line? of the world famous insurance association
14. Which Indian newspaper claims along with its Lloyds. It has now become a phrase in the lan-
price on the masthead that „One Paise goes to guage meaning something of superior quality.
charity for every issue sold”. What?
10. Which mutual fund did Franklin Templeton
Mutual Fund acquire in 2002?
12. In which merchant bank did P.G.Wodehouse
work for two years?

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1. Mindtree is expected to acquire which company by the first week
of May?

2. Who is the largest stakeholder in the Bangalore International air-


port?

3. KPIT Cummins has acquired US-based ______ for $38 mn?

4. Polaris Software recently bought which company?


QUIZ

5. Cisco has bought which company for $2.9 Billion?


PANTS ON FIRE

6. Bharti Telecom has picked up how much stake in Warid Telecom?

7. Which two airlines have formed the world‟s first budget airline
alliance?

8. Google had recently bought which review site?

CASE STUDY

THE RISE AND FALL OF THE AIRLINES M&A SAGA


By Puneet Singh

INTRODUCTION

2007 still continues to be the most important year for the Indian aviation industry. It hit the elevation of
quality and expansion with the bigger mouths chewing off the smaller, loss rendered airlines. The re-
sults were potentially buck earning machines but things did not actually move the anticipated direction.

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Kingfisher Red today stands as a major revenue generator for the UB Group hosting close to 60% of
the flights under it. Yet, Jetlite hasn‟t been that successful to replicate the success of Jet Airways and
has just become the Jet arm in low-profits route.

THE REAL STORY

A bird‟s eye view of the deals that happened

--When Jet acquired Air Sahara in April 2007

The Deal: Jet Airways paid Rs 1,450 cr to buy the entire airline, in addition to Rs 600 cr paid earlier
by Jet as advances and interest
Value of Air Sahara: Rs 2,050 crore
Market Share of Air Sahara (now Jet Lite): 8%
Fleet with Air Sahara: 27
Combined market share: 33%

--When Kingfisher bought Air Deccan in May 2007

The Deal: Vijay Mallya paid Rs 550 cr to acquire a 26% equity in Deccan. Subsequently, he paid an
additional Rs 418 cr for a further 20% stake through an open offer
Value: Rs 2,115 cr when Mallya acquired 26%
Market Share of Air Deccan: 18%
Fleet with Air Deccan: 43
Combined market share: 29%

Taking into consideration the Jet Airways-Jetlite merger, at stake were two crucial factors — the al-
location of parking bays and the arrival and departure slots during the prime time in morning and
evening in the four metros — that would have favored Jet Airways after the new, rebranded entity
came into existence. Kingfisher Airlines did not seem perturbed with the clash of falling market
shares or profits with this merger. The size of Jet Airways was going to increase but in no way the
merger had any impact on Kingfisher. Kingfisher had grown to great heights. The market share of
Jet, it has decreased by 9.7 per cent in March-April 2007. But an analysis of the market share of
Kingfisher showed a steady and positive growth.

Again a common maintenance base and route rationalization did cut down operational costs for Jet.
Adding to the fact that Jet had more aircraft in its fleet while its rivals had to wait at least 3-4 years
before the aircrafts they had ordered, were delivered. What favored Kingfisher-Air Deccan merger
was that the merger helped Kingfisher to meet Indian regulatory requirement of five year‟s operation
to fly overseas destinations.
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Deccan, which started in 2003 as a low cost airline, drastically changed the aviation scenario in India.
It was eligible to offer overseas flights by mid-2008, something that Kingfisher had to eventually wait
till May 2010 if the merger would not have taken place.

WHAT WENT WRONG

JETLITE UTILISATION
The fleet of Jetlite had an expiry date of 2010 as under the lease. Hence, the potential life of the air-
craft at the time of merger was 3 years. Jetlite has 100% economy, something Jet Airways did not
have at that time. Hence, the allocation and distribution was on the busiest routes, which projected
profits. But due to increasing competition from the LCCs, the seat utilization could not be achieved
optimally.

KINGFISHER OVER-RAPID EXPANSION PLANS


It was like the entire world wanted to fly Kingfisher. Atleast this was what the top officials of the
Kingfisher Airlines felt, in evidence of the rapid expansion of the routes and network. They had to
eventually cut down on expansion and aircraft induction plans. At the times when Kingfisher was
overtly increasing its reach, the global slump happened and ATF prices shot sky high.

Quoting a senior airlines executive, “If demand does not pick up, it may be more profitable to keep
the aircraft grounded. Outgo on insurance and lease rental for aircraft is typically pegged at around
Rs 1.5 crore per month. Average fuel cost for running the aircraft for around 10 hours daily is around
Rs 6 crore a month, while salary and maintenance costs Rs 4 crore per month. If the aircraft earns
about Rs 9 crore in a month, it makes sense to keep it grounded and incur just the lease rentals.”

CONCLUSION

The industry might have needed and favored a consolidation and was highly fragmented but the air-
lines should be sure to deliver and sustain. They should aim to increase revenues on every flight they
are plying. There is a demand for low-cost fare on the metro routes and this need to be effectively
augmented.

ANSWERS

CROSSWORD
QUIZ

1. 7Strata
2. GVK 29%
3. Sparta
4. Chennai based-Laser Soft
5. Starent
6. 70%
7. Jetstar and AirAsia
8. Yelp

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INSPIRED BY
Prof. Anirban Ghatak
(Coordinator- Christ University Institute of Management, Kengeri)

Sincere acknowledgment of the efforts of all the contributors for

their knowledge filled articles, crossword and quiz

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 al-
ways 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.

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