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HINDALCO-NOVELIS DEAL

HINDALCO-NOVELIS DEAL

Industry Overview:

 The Indian aluminium sector is characterized by large integrated players


like Hindalco and Nalco.

 The other players include Indal which is now a part of Hindalco. There
are also players like Balco and Malco.

 The per capita consumption of aluminium in India is only 0.5 kg as


against 25 kg in USA, 19 kg in Japan and 10 kg in Europe.

 Even the world’s per capita consumption is 10 times that of India.

 The demand of aluminium is expected to grow at 9% p.a. from current


consumption level.

Features of Indian Aluminium Industry:

 Highly concentrated industry with only 5 primary plants in the country.

 Controlled by only a few players.

 Electricity, coal and furnace-oil are primary energy inputs.

 All plants have their own captive power units for cheaper and un-
interrupted power supply.

 Energy is 40% of manufacturing cost for metals and 30% for rolled
products.

 Energy management is a critical focus in all the plants.

 Each plant has an Energy Management Cell.

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 High cost of technology is the main barrier in achieving high energy


efficiency.

About Hindalco Industries:

 Hindalco Industries a flagship company of Aditya Birla Group is


structured into two strategic business alliances- copper and aluminium.

 It has an annual revenue of US $ 14 bn and market capitalization in


excess of US $ 23bn.

 It commenced its operations in 1962 and today it has grown to


become the country’s largest integrated aluminium producer.

 It also ranks among the top quartile of low cost producers in the world.

 The aluminium division’s product range includes alumina chemicals,


primary aluminium ingots, billets, rolled products, extrusions, wire rods,
foils and alloy wheels.

Shareholding Pattern:

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Operations In India:

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Global Presence:

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Hindalco: Impressive Growth:

Hindalco Growth Path:

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Consolidated Hindalco:

Hindalco Business:

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Domestic Market Share:

Division Market Share [ % ]


Primary aluminium 42
Rolled products 63
Extrusions 20
Foils 44
Wheels 31

Sales Revenue Of Aluminium Business:

Production Capacities:

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Expansion Plans:

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Stock Highlights:

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Stock Reactions:

Company Growth v/s Industry Growth:

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Peer Comparison:

FY 08- A Challenging Year:

Consolidated Financial Highlights:

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Future Outlook:

About Novelis:

 It is the world leader in aluminium rolling.

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 It produces an estimated 19% of the world’s flat rolled aluminium


products.

 It is the world leader in the recycling of used aluminium beverage


cans.

 It is the no. 1 rolled products producer in Europe, South- America


and Asia and the no.2 producer in North- America.

 Some of its customers include- Coca- Cola, Ford and General Motors.

 The company had 36 operating facilities in 11 countries as of


December 31, 2005.

Global Presence:

Product Portfolio:
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Novelis Supplies World Leaders:

Leader In Auto Sheet Maker:

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Leader In Can Sheet Market:

Attractive Industry Fundamentals:

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 Significant barriers to entry exist in the aluminium rolled products


industry:

1. Large capital cost.

2. Long lead times to install cost competitive plants.

3. Technological requirements, premium on “ know-how.”

4. Customer qualifications demand.

 Rising service, quality and efficiency demands of large global


customers.

 Continued growth in aluminium consumption particularly China


and India.

 Price structure insulates producer from the variability of primary


aluminium prices.

Novelis Regional Overview:

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Balanced Portfolio And Market Position:

World Of Novelis:

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Market Share Of Aluminium Rolled Products:

Diversified Presence:

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Growth Platforms For Novelis Fusion:

Investments For Strategic Growth:

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Growth Model:

Past Performance Novelis:[ Million $ ]

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Rationale For Acquisition:

 The combination of Hindalco and Novelis establishes an integrated


producer with low cost alumina and aluminium facilities combined with
high-end rolling capabilities and a global foot-print.

 Hindalco will be able to ship primary aluminium form India and


make value added products.

 The acquisition will increase Hindalco’s scale of operation , entry into


a high-end downstream market and enhancing global presence.

 Novelis is a global leader [in terms of volume] in rolled products with an


annual capacity of 2.8 million tonnes and a global market share of 19%.

 Novelis has a capacity to produce 3 million tonne while Hindalco has


a capacity of 2,20,000 tonne.

 Hindalco plan to triple aluminium output to 1.5 million metric tonne by


2012 to become the world’s 5th largest producer.

 By acquiring Novelis, Hindalco fulfilled it’s dream to become the


world’s largest producer of aluminium flat rolled products.

 This acquisition gives access for Hindalco to high-end products and also
superior technology.

 This deal will give Hindalco a strong presence in recycling of


aluminium business.

 It would have taken a minimum of 8-10 years for Hindalco for


building these facilities.

 Hindalco also get the fusion technology of Novelis which increases the
formability of aluminium.

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 According to reports it would take 10 years and US $12bn to build


the 29 plants that Novelis has with capacity close to 3 million tonnes.

 The purchase strategically shifts Hindalco from an upstream aluminium


producer to a downstream producer

Facts About The Bid:

 Unlike the Tata-CSN shootout, the bidding was low profile.

 The identity of other bidders and the price they offered are not known,
though Birla said that the bidding was very competitive.

 Hindalco made only one bid- 44.93$.That won the deal.

Rules Of The Deal:

 If 66.66% of the shareholders okay the deal, remaining shareholders will


be compelled to sell their share to Hindalco under the Canadian law.

 If the 66.66% approval is not obtained, Birla has the right to walk away
from the deal.

 Hindalco made the Novelis board sign a $100- million breakfee, the price
Novelis has to pay if it finds another buyer.

 There was also a clause of ‘new buyer premium ’of a ‘few dollars a share’
over the 44.93$ per price- only at that price can Novelis entertain a fresh
rival bid.

 So if a new bidder enters, it has to cough up atleast $5 a share more than


what Hindalco did.

Facts Of The Deal:

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 The deal was an all cash transaction of US $6 bn, which included debt
of US $ 2.4bn.

 Hindalco will pay $ 44.93 in cash for each outstanding common share
of Novelis, around 15% premium to the market price.

 The agreement requires 66.66 per cent of Novelis shareholders present


and voting to tender their shares. Otherwise, Hindalco will walk away. If
this condition is satisfied, the remaining one-third of shareholders will be
"squeezed out," (will have to sell to Hindalco).
 Post-acquisition, over 50 per cent of the group's business could come
from operations outside India, which is currently at 30 per cent.
 Also, 20 per cent of the group's total workforce would also be based
outside India.

 After the merger Hindalco will emerge as the largest rolled


aluminium products maker and 5th largest integrated aluminium
manufacturer in the world.

 Novelis brings in high technology support.

 Novelis has a global market share of 19% while Hindalco enjoys a share
of 60% in the rolled products market.

 The Novelis acquisition will give Hindalco a strong global foot-print .

 Novelis is operating in 11 countries with around 12,500 employees.In


2005, the company reported net sales worth US $8.4bn and net profit of
US $90 mn.

 Novelis reported net sales of US $7.4 bn and net loss of US $170 million
in nine months during 2006, on account of low contract prices.

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 Novelis has a rolled product capacity of 3 million tonne while Hindalco


at this moment does not have any surplus capacity.

 Hindalco’s Greenfield expansion will give it a primary aluminium


capacity of approximately 1 million tonne, but it will take around 3-4
years for all these to come into operation.

 Considering these factors, Hindalco’s profitability is expected to remain


under pressure and this will bounce back in 2009-10

 The debt burden of Novelis stood at US $2.4bn and additional US


$2.8bn will be taken by Hindalco to finance the deal.

 This will put tremendous pressure on profitability due to high interest


burden.

 Hindalco’s current expansion plans will cost Rs 25,000 crores and as


a result debt burden and interest will increase further.

Funding Structure:

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Funding Pattern:

 The Novelis acquisition of US $6bn is been funded through US $3.1bn of


loan.

 Hindalco personally will contribute USD 450 million.

 Aditya Birla group company Essel Mining will contribute USD 300
million.

 Hindalco plans to raise USD 2.8 bn of debt through 2 special purpose


vehicles.

 US $455mn through liquidation of investments.

 Existing loan of US $2.4bn will be replaced by term loan of US $1bn and


high yield bonds of US $1.4bn.

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Financial Challenges:

 The acquisition will expose Hindalco to a weaker balance sheet.

 The company will move from high margin metal business to low margin
downstream products business.

 The acquisition will more than triple Hindalco’s revenues, but will
increase the debt burden and erode profitability.

Risk Factors:

 The deal will create value only after completion of Hindalco’s expansion
plans, and due to its highly leveraged position, its plans may get affected.

 Novelis profitability could be adversely affected by the inability to pass


through metal price increases due to metal price ceilings in certain of the
company’s sales contracts.

 Some of the customers are significant to the company’s revenues and any
change in their business or financial conditions could adversely affect the
company’s business.

 Adverse changes in currency exchange rates could negatively affect the


financial results and competitiveness of company’s aluminium rolled
products relative to other materials.

 Unexpected fall in aluminium prices could adversely impact earnings.

 The end-use markets for certain products of Novelis products are highly
competitive and customers are willing to accept substitutes for the
company products.

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FUTURE:

Future Of Aluminium:

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Investment Required:

Financials:

1. Consolidated:

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2. Standalone Performance: [ Hindalco ]

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3. Consolidated Balance Sheet:

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4. Segmental Performance:

5. Aluminium- Sales Volume/ Realization:

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6. Operational Performance:

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7. Production Growth:

8. Key Ratios- Aluminium:

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SWOT Analysis:

 Strengths:

1) Post acquisition of Novelis, Hindalco has become the world leader in


flat-rolled aluminium products and recycling of aluminium cans.

2) It is also the leading producer in primary aluminium and alumina in


Asia.

3) It has a strong geographical presence- North and South America, Asia


and Europe.

 Weakness:

1) The R&D expenditure is very low compared to industry standards.

 Opportunities:

1) Strong growth in demand for aluminium.


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 Threat:

1) Prices of primary metals are highly volatile.

2) Disruption in production due to external factors.

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