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The Turnaround Team 1. German Jaime, General Manager, Andean Region 2. Rajiv Goel, President, Sylvania 3. Angelica Valderrama, General Manager, Mexico 4. Anil Rai Gupta, Joint MD, Havells India Ltd 5. Rajesh Gupta, Group CFO and director finance, Havells 6. (Sitting) Qimat Rai Gupta, CMD, Havells 7. Ameet Gupta, Executive Director, Havells 8. Surjit Gupta, Director, Havells 9. Jose Luis Perez, General Manager, Central America & the Caribbean 10. (Sitting) Tiago Pereira, Country Manager, Costa Rica & the Caribbean 11. Celso Santos, Country Manager, Brazil

darkness to light
Executive Summary: When electrical goods company Havells acquired Sylvania in 2007, all that it was looking for was growth and a strong global presence. Instead, it had to grapple with a major crisis at Sylvania, triggered by the global financial turmoil. The situation threatened to pull Havells down, and it had to come up with a smart turnaround strategy. This case study looks at how Havells pulled it off.
By Manu Kaushik
10 Business today August 18 2013

imat Rai Gupta quit his job teaching in a school in Punjab, and came to Delhi in 1958 with `10,000 in hand. He started an electrical goods trading company in the old part of the city, but the market was too small for his ambitions. He spotted an opportunity in the distressed Havells brand, named after its founder, Haveli Ram Gupta. He bought it for around `7 lakh in 1971, and followed up with a series of acquisitions, joint ventures and entry into new product categories. Today, Havells India Ltd is a `7,248-crore company. The journey hasnt always been smooth, but the roughest patch was easily the 2007 acquisition of German lighting and fixtures maker SLI Lighting, owner of the Sylvania brand. SLI was then the worlds fourthlargest lighting company and 1.5 times bigger than Havells. It took Gupta minutes to make up his mind about buying it, while his senior

s h ek h a r g h os h / w w w . i n d i a t o d a y i m a g e s . c o m

management including son Anil Rai Gupta, nephew Ameet Gupta and Group CFO Rajesh Gupta were still weighing the pros and cons. In February 2007, when negotiations with Sylvanias owners took place, some of Havellss top bosses flew to London to seal the deal. Anil, Havellss Joint Managing Director, recalls the sleepless night before they signed on the dotted line. He and cousin Ameet reckoned they were paying more than they should. The next morning, I called my father, says Anil. I told him we have paid i3 million (`23.4 crore today) more. He said that in the big picture, the figure was insignificant. Havells bought Sylvania for i200 million, plus pension liabilities of i35 million. Qimat Rai was betting on Sylvanias strong 100-year-old brand in about 50 countries, and its worldwide network of 10,000 distributors and dealers. My father said we would not be able to replicate these two things, says Anil. Havells had a track record of five

successful acquisitions, and high growth in its Indian operations. In 1983, it bought the loss-making Delhi-based Towers and Transformers Ltd and turned it around in a year. Between 1997 and 2001, Havells also bought ECS, Duke Arnics Electronics, Standard Electricals and Crabtree India. The last was a 50:50 joint venture between Havells and the UK-based Crabtree, and Havells later acquired Crabtrees stake in the JV. India revenues had a compound annual growth rate of 50.08 per cent between 2002/03 and 2007/08. In March 2007, Havells bought Sylvania. And then the global financial crisis struck. As the meltdown rocked European markets, Sylvanias sales fell, leading to net losses of i16.3 million in 2008/09 and i26.1 million in 2009/10. From i 515 million in 2007/08, revenues dropped to i438.4 million in two years. Trusting Sylvanias management to deal with the situation turned out to be a mistake on Havellss part. Paul

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a classic turnaround case

sequential process involving strategy, plans, identification of possible targets, negotiation, evaluation, streamlining of the final deal, value creation, culture fit and growth aids a successful acquisition. Valuation techniques which take into consideration synergies accruing to buyer and seller, digressions, deal structure, performance measures, cost, market, management of talent, accountability and so on are other critical issues in evaluating a marriage between two companies. The final critical point is that the agreed value of an M&A deal needs to be justified by sales turnover, profitability, cash flows and so on, which the acquisition is supposed to yield. Without establishing the worth of these variables, it is impossible to identify the value of the company being taken over. This said, the i3 million excess paid for Sylvania is marginal, considering the value of the deal was i200 million. Even after doing all this, the decision to execute a cross-border takeover of a company that is 1.5 times bigger than the acquirer, with worldwide sales and production, is not easy. It appears that much of Havellss post-merger problems was due to environmental factors an economic downturn and Sylvanias operational inefficiencies. In fact, this can be seen as a blessing in disguise many tough decisions such as restructuring and layoffs find greater acceptability among staff when the environment is bad. Havellss decisions to close three factories, increase sourcing from cheaper markets, move their focus to Latin America and Asia, and reduce dependence on European markets, competitive pricing, and so on were all steps in the right direction. Likewise, fixed cost reduction was an important first step in the turnaround. Havells also involved the local management in decision-making and let go of their ineffective CEO. True, they could have done this earlier, but it is important to time and sequence ones moves so they dont backfire. It takes time for the results of broad-based changes to show, and HaveIls has recorded increasing profits yearon-year since 2011.

FY 2008

Griswold, then CEO of Havells Sylvania, was hired by the companys previous owners, a group of private equity investors that included DDJ Capital, Cerberus Capital Management and JP Morgan. He had turned Sylvania around after it slipped into bankruptcy in 2002 and made it profitable before Havells bought it, but the magic touch eluded him now. The Havells management sacked him. In September 2008, Sylvanias bankers, led by Barclays Capital, hit the panic button as the company breached its covenants. Put in place by lenders, covenants are a set of financial ratios that the borrower must maintain. Sylvanias acquisition was funded by debt a i120-million loan based on operating cash flows and an i80million loan taken out by a Havells subsidiary. Havells repaid i80 million by raising money from the sale of a stake to Warburg Pincus. Covenant breach was as good as repayment default, says CFO Rajesh Gupta. The bankers asked us to repay the loan or hand over the company to them. Sylvanias poor performance began to affect consolidated numbers, but Havellss growth in

To Hell and Back

Revenue Net Profit

about us, not we and they

ndian companies overseas forays have had mixed results. For every JLR, there is a Corus, and for every Taro there is a Zain or an Imperial. If one looks at India Incs 20 largest overseas deals so far, the majority appear to have hurt financial health. The issue could be the price paid, financing, the global economic scenario, or how the company went about managing its investees after the acquisition. The last is possibly the most important. From the large number of overseas purchases by emerging Indian majors, Havellss acquisition of Sylvania is amongst those that have got the most attention. It is easy to see why. It is a turnaround story something larger Indian companies have struggled to achieve. Two things contributed to Havellss success in turning Sylvania around: acceptance of the challenges facing Sylvania a year after the acquisition, and the collaborative way in which restructuring was carried out. In the year following the acquisition, Havells let the business run as is. As it began to struggle, it was quick to learn that Sylvanias business had been reconstructed few years earlier by private equity investors. What was missing, however, was the passion to create a sustainable business, something that Havells itself has done over the years. It redeployed its thin management resources to Sylvania and launched a restructuring programme. Some senior executives left. Havells worked with the second line of Sylvanias management to turn around the business together. Havells was able to convey that it was not taking over, but sought to work jointly with the local management to salvage the Sylvania brand (where Havells saw great value). Havells sought to ease supplyside bottlenecks and restructure operating costs, including headcount reduction. The strategies were largely executed by the local management, so the restructuring seemed to be about us, rather than we and they. I attribute the success of Sylvania's restructuring to the Havells leadership. It is an example for India Inc. The views expressed here are personal.

Figures in mn

515 3.06 508.6 -16.3 438.4 -26.1 449.4 7 448.2 10.2 439.9 30.5

FY 2013

FY 2012

FY 2011

FY 2010

FY 2009

Source: Havells India Annual Reports

In India, investors in Havells were gloomy about the prospects of Sylvanias revival, and were worried it would drag Havells down
domestic operations made up for Sylvanias losses for a while, at least. For the Guptas, it wasnt just their money but also their reputation at stake. Havells s top management drew up an 18-month restructuring plan. In the first phase, called Phoenix (January to September 2009), the aim was to improve profitability by cutting manpower costs and closing factories. The second phase, called Prakram (September 2009 to June 2010), focused on further reducing the headcount, and increasing the sourcing of products from low-cost locations such as India and China. Layoffs were a challenge, as severance packages cost money and can hurt sales. The first three months were difficult, says Anil. We had meetings with the top people at Sylvania. In

It appears that much of Havellss post-merger problems was the result of environmental factors
Bala V. Balachandran,
J.L. Kellogg Distinguished Professor of Accounting and Information Management, Northwestern University

the beginning, some didnt agree with us, but with more meetings, more people turned believers. The next challenge was to persuade banks, which were reluctant to fund the restructuring plan. It didnt help that the Indian electricals market had crashed. We told the banks we had goofed up, and asked them to give us six months, says Ameet, who is Executive Director at Havells. The banks agreed only to a twomonth deferral of repayment of loans, helping Havells with a i 24-million cushion for that period. So Havells poured some i12 million into the restructuring plan. To begin with, a factory each in Brazil and Costa Rica were closed. Operations at a UK factory were suspended and shifted to India, where labour accounts for four to five per cent of the total cost (in Europe, it accounts for 22 per cent). Noncritical staff accounts, IT, factory personnel in European and Latin American operations was also laid off. Some back-office jobs were shifted to India. The total headcount of 3,800 (at the start of 2009) was reduced by 41 per cent to 2,233. Remarkably, the layoffs did not result in a single days strike. The company strictly followed labour laws in each country, and ensured that final settlements went off smoothly. We would give out payments before the due date, says CFO Gupta. Both phases together led to annual savings of i34.4 million. The company also spent around

Havells was able to convey that it was not taking over, and that it sought to work jointly with the local management
Executive Director and Leader - Private Equity, PwC

sanjeev krishan,

10 Business today August 18 2013

August 18 2013 Business today 11


i4 million less on the restructuring than the i36 million anticipated. Besides reducing the headcount, several areas were targeted including logistics, inventory management, and product pricing. Havells worked closely with logistics companies and shut down some warehouses, reducing logistics costs from 14 to six per cent of total cost. To reduce the working capital requirement, the amount of inventory at the company level was cut from i 70-75 million to i 40 million without affecting the ability to serve customers on time. Since 2007, outsourcing from India and China has jumped from 38 to 60 per cent. Sylvanias products were priced 15 per cent lower than those of rivals Philips, Osram and GE. This was of little help to Sylvania, which makes high-end products, and also diluted the brand. We raised prices in Europe and Latin America by five to eight per cent, says Sylvanias global operations head Rajiv Goel. He adds: For some 20-odd years, Sylvania was owned by financial institutions

looking for short-term gains. We told employees that we are here for the long term. Angelica Valderrama, head of Mexican operations, who joined Sylvania 15 years ago, says: Unlike the earlier management, we were given flexibility to think about new ways to earn profits. The results soon began to show. In 2010/11, Sylvania made a net profit of i7 million on revenues of i449.4 million. Since then, profits have grown steadily: i10.2 million in 2011/12 and i 30.5 million in 2012/13, although revenues stayed somewhat flat (i 449.4 million in 2011/12 and i 439.9 million in 2012/13). The company has seven factories (it closed one more in the UK in 2009) and a workforce of 2,200 in 50 countries. The persistent slowdown in Europe remains a concern for Sylvania. Europe contributes 55 per cent to its top line, down from 70 per cent some years ago. The macroeconomic situation in Europe is not hunky-dory, says Rahul Gajare, analyst at Edelweiss Securities. The

construction sector in Europe, which is expected to drive Sylvanias growth, is subdued. Joint Managing Director Anil says Sylvania will grow through acquisitions in areas such as lighting, switches and mini circuit breakers. We have the financial capability and managerial bandwidth to make a i50-200 million acquisition. Soon after the restructuring, Sylvania shifted its global headquarters from Frankfurt to London with the aim of multiplying its growth prospects. The brand has literally gone places among the things it lights up are the National Museum in New Delhi, Madame Tussauds in London, the Channel Tunnel and IndiGo aircraft. ~ What do you think was key to Havellss success in turning Sylvania around? Post your comments at businesstoday. in/casestudy-havells. The best response will be published in the magazine and will also win a copy of a Harvard Business School Press pocket mentor. Previous case studies are at

Best of the lot

Roy D. Rozario

BT receives scores of responses to its case studies. Below is the best one on the Eicher-Volvo tie-up (June 23, 2013).

The Eicher-Volvo joint venture (VECV) is high on the initial mandate of the 4Cs of partner fit. Both Eicher and Volvo converge in their interest in scaling up their volume in the commercial vehicles industry. The complementing strengths are so perfectly aligned that they weed out each partners weakness. And as evinced from the revenue growth, both partners seem compatible. Volvo's global distribution network, technology and financial muscle were just what Eicher needed to leverage its mass-market products with frugal engineering that is important in an emerging market like India. The synergistic strengths of this joint venture have the potential to overpower rivals such as Tata Motors, Ashok Leyland and Daimler. Volvo could use Eichers brand name in developing markets, and could enter South East Asian markets with the joint venture model. This joint venture model is an excellent example of matching complementing strengths. This model could be adopted across other verticals. However, as with any joint venture company, long-term prospects are still hazy consider the erstwhile Hero Honda and TVS Suzuki. And because there is an asymmetry in investment in VECV, this could pose problems in decision-making, division of profits, and so on. Thus, on paper, the VECV is an ideal amalgamation of strengths. The main concern would be long-term mutual viability for its members. Thus, it would be better for both partners to plan exhaustive agreements that are mutually beneficial.
Roy D. Rozario wins a Harvard Business School Press pocket mentor
10 Business today August 18 2013