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7th ANNUAL
2011
EDITION
7th ANNUAL EDITION
2011
Contents
2011:
From
the 3 - Foreword
Editor's
Desk
4 - Year Round Up
7 – M&A Round Up
Mergers &
Acquisitions
8 – Domestic
9 – Cross border
1026
13 – PE Round Up
Private
Equity
14 – Top Deals and Sectors
16 – PE – City Break up deals
17 – IPO &QIP
Other
Features
18 – Regulatory Aspects
20 – Deal List $54bn
7th ANNUAL EDITION
2011
Foreword
However, unlike the earlier years, we have not seen
Despite the on-going global economic woes, rising
inflation and interest rates, weakening rupee and a any significant metal sector acquisitions on the “We witnessed a
volatile stock market, 2011 has seen robust deal outbound or domestic front. The telecom sector which notable trend reversal in
numbers. The year saw Mergers & Acquisition (M&A) typically used to contribute multibillion dollar levels of
and Private Equity (PE) in India together clocking transactions has been caught up in the regulatory the year in cross border
1026 deals contributing to US$ 54 billion, as problems and we did not see any significant deal here
compared to 971 deals amounting to US$62 billion in also. M&A with focus shifting
2010. from outbound to
PE activity showed resurgence in the face of sluggish
We witnessed a notable trend reversal in the year in IPO & QIP activity coupled with return in confidence inbound as compared to
cross border M&A with focus shifting from outbound levels which were seen lacking in 2009 and the first 2010. Of the 10 billion
to inbound as compared to 2010. Of the 10 billion half of 2010. We saw investments returning to the real
dollar deals seen in the year, seven were inbound. estate and infrastructure space with the sector dollar deals seen in the
The backdrop of fears over the economic dynamics of garnering close to US$2 bn of PE funding in 2011. It
European region and its impact globally as well as a is interesting to note that the real estate and year, seven were
growing domestic market making Indian targets a infrastructure investments that took place in 2010 inbound..”
safer bet could have contributed to the trend reversal.were primarily in the commercial and residential
Having said that, the fundamentals of outbound M&A space, whereas 2011 has attracted investments in the
have remained intact as Indian acquirers continue to large infrastructure projects such as airports, roads
view outside markets as being strategic to their globaland highways.
growth plans, as witnessed in deals such as Mundra
Port acquiring Abbot Point Port, GVK Power’s We expect to see significant M&A opportunities in the
acquisition of Hancock coal mines, Genpact’s pharma, technology and real estate & infrastructure
acquisition of Headstrong and others. sectors in 2012. One of the possible reasons for these
results could be the heightened PE investments that
We continued to see sectors such as Oil & Gas and these sectors saw in 2007-2008, and their investment
Telecom (primarily inbound) dominate M&A deal cycles coming to an end in 2012.
activity recording values of over US$16bn and
US$5bn respectively. Vedanta Plc’s acquisition of Overall, the year has emerged fairly resilient in terms
Cairn India assets for over US$8bn and BP Plc’s of deal appetite, despite challenging circumstances.
Harish HV
acquisition of Reliance energy assets for over We look forward to another exciting year of deals in
US$7bn signify that global players seem to be betting 2012 and believe that deal momentum will sustain if Partner- India Leadership Team
on the oil & gas opportunities in India. not grow and as I have been hoping for several years, Grant Thornton, India
I hope to see a few hostile deals.
4
7th ANNUAL EDITION
2011
Jul-08
Jul-09
Jul-10
Jul-11
Jan-07
Sep-07
Nov-07
Jan-08
Sep-08
Nov-08
Jan-09
Sep-09
Nov-09
Jan-10
Sep-10
Nov-10
Jan-11
Sep-11
Nov-11
Mar-07
Mar-08
Mar-09
Mar-10
Mar-11
May-07
May-08
May-09
May-10
May-11
* Deal logic
5
7th ANNUAL EDITION
2011
6
7th ANNUAL EDITION
2011
2011 AT A GLANCE
26%
Deal Sum m ary Volum e Value (US$ bn) 85% Driven by
Oil & Gas 73%
Year 2009 2010 2011 2009 2010 2011 Volatile
&Teleco
Sensex Focus on
Inbound 74 91 142 3.88 8.96 28.73 m
40% Restructu
Outbound 82 198 146 1.38 22.50 10.84 85%
ring
Cross Border 156 289 288 5.26 31.46 39.58 Driven
by REI Increase
Dom estic 174 373 356 6.70 18.32 5.04 & IT & Crossborder in PE
M&A 330 662 644 11.96 49.78 44.61 ITeS M&A
PE 206 253 373 3.45 6.23 8.75
Domestic
QIP 54 56 9 8.61 6.22 0.95 IPO
M&A
Grand Total 590 971 1,026 24.02 62.24 54.31 PE QIP
62.2
41.5
Quarterly Trend
41.5
Deal break up
54.3 54.3
24.1
62.2 Q4 24.1 QIP
Q3
PE
Q2
Domestic
Q1
Crossborder
2008
2008
2009
2009
2010
2010
2011
2011
H1'11 activity echoed that of H1'10, H2'11 witnessed a Sustained activity in crossborder. Decline in domestic values
slowdown due to focus on mergers and restructuring activities
7
A leading professional services firm
Grant Thornton India
M&A ROUND UP
Sector Scorecard
Top M&A Sectors
3 10 12 15 59 124
Volume
% in the chart denotes the % of the total M&A deal value
Average size of deals, where deal value was M&A Deal value break up - % share
disclosed continued to remain steady at c.US$190 Mn
2011
11%
2011 Inbound
Average Deal Sizes US$ mn 18% deal values
37% were 3 times
2010
24%
2010 Inbound
values, whereas
76 68 36 75 69 2010 Outbound
was 2 times
65% 2011 outbound
45% values
2007 2008 2009 2010 2011
9
7th ANNUAL EDITION
2011
321 deals, US$2.85 bn 172 deals, US$5.21 bn 174 deals, US$6.7 bn 373 deals, US$18.3 bn 356 deals, US$5 bn
14.00 140
119
114 11.69
12.00 120
100 103
10.00 91 100
82 86 85
# Deals
US$ bn
8.00 68 72 80
67 63 65
58
6.00 52 60
45
35 39
4.00 27 25 40
2.91 2.40
2.00 0.83 3.27 1.01 1.31 1.11 1.04 1.11 20
0.78 0.94 0.81 3.05 2.53 1.00
0.30 1.35 0.14 0.52
- 0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2007 2008 2009 2010 2011
10
7th ANNUAL EDITION
2011
50.0
0.9
45.0
40.0
4.8
35.0
30.8
30.0
US$ bn
0.4 12.9
25.0
12.9 26.9
20.0
15.0 3.6 6.4
11
7th ANNUAL EDITION
2011
5% 70% 4 3%
29
5%
60% 4%
6% 17% 5%
50%
13 56%
6%
40%
8% 11% 18%
10% 30%
16
9
20%
Shipping & Ports
10% Oil & Gas
Mining
0%
Telecom
Plastic & Chemicals
2007 2008 2009 2010 2011 Engineering
IT & ITeS
Inbound Outbound
IT & ITeS
Pharma, Healthcare & Biotech
Banking & Financial Services
Automotive
Pharma, Healthcare & Biotech
Oil & Gas
Trend Reversal led by : Manufacturing
Power & Energy • Fears over the economic dynamics
of European region and its impact Steel
Travel & Tourism
globally Electricals & Electronics
Others • Growing domestic market making Others
Indian targets a safer bet
12
7th ANNUAL EDITION
2011
UK Increasing
Vedanta Plc (Sesa Goa) Cairn India from Petronas Oil & Gas 1670.0 Stake 8%
Increasing
Vedanta Plc (Sesa Goa) Cairn India from Petronas Oil & Gas 1500.0 Stake 10%
Increasing
Stake to Few sectors saw a sharp
Vedanta Plc Cairn India from Petronas Oil & Gas 1400.0 28.5% 10%
decline in deal values
compared to 2010 - such as
Increasing
Telecom (down 61%) and
Germany Siemens AG Siemens Ltd Engineering 1350.5 Stake to 75% 20%
Pharma (down 67%).
However volumes
Banking & Strategic
continued to remain steady
Japan Nippon Life Insurance Reliance Life Insurance Financial Services 665.7 Stake 26%
in these sectors.
13
7th ANNUAL EDITION
2011
USA
Genpact Ltd Headstrong Corporation IT & ITeS 550.0 Acquisition
UK
Cox & Kings Ltd Holidaybreak Plc Travel & Tourism 510.0 Acquisition
South Korea
Mahindra & Mahindra ltd SsangYong Automotive 470.0 Majority Stake 70%
Royal Dutch Shell’s
Stanlow refinery in UK
Essar Energy northw est England Oil & Gas 350.0 Acquisition
14
Navigating complexity for dynamic organisations
Re-organisation
15
7th ANNUAL EDITION
2011
PE VOLUME UPTREND
16
7th ANNUAL EDITION
2011
PE SECTOR SNAPSHOT
Top 10 PE Deals Sector Snapshot
Investor Investee Sector % Stake US$ m n Real Estate & Infrastructure
Bain Capital, Government of Hero Investment Infrastru
Singapore Private Ltd Automotive 30% 847.8 cture
42%
$1.8
Real
Apax Partners iGate Corporation IT & ITeS N.A. 480.0
$0.9 Estate
$0.9
58%
2009 2010 2011
Apollo Global Management Welspun Corp Manufacturing N.A. 283.7
Banking &
Texas Pacific Group Shriram Capital Financial Services 15% 256.5 Real estate and Infrastructure
Real Estate & investments that took place in 2010 were
GMR Airports Infrastructure
Macquarie SBI Infrastructure Holding Management N.A. 200.0
primarily in the commercial and
Standard Chartered, JM residential space, whereas 2011 attracted
Financial-Old Lane India Real Estate & investments in the large infrastructure
Corporate and NYLIM Jacob GMR Airports Infrastructure
projects such as airports, roads and
Ballas Holding Ltd Management N.A. 200.0
Real Estate &
highways.
Embassy Property Infrastructure Softwar
Blackstone Developments Management 37% 200.0 Others e
3% Product
7% E
Comm
ReNew Wind IT & ITES erce
Goldman Sachs Pow er Pow er & Energy N.A. 200.0 23%
Real Estate &
DLF Ackruti Info Infrastructure $1.4
Blackstone Parks (Pune) Ltd Management 100% 176.1 IT
$0.2 $0.4 Solutio
HDFC, Norw est Venture ns &
Partners, Beacon India, Service
2009 2010 2011
Cartica Capital, Faering s
Capital, Gaja Capital and Banking & 67%
Samara Capital Ratnakar Bank Financial Services N.A. 156.5
17
7th ANNUAL EDITION
2011
E-COMMERCE
Investor Investee US$ Mn
The year witnessed a second coming of
ecommerce, with PE and VC firms Mayfield Fund, Norwest Venture Dealsandyou.c
investing over US$300 Mn in ecommerce 17
Partners, Nokia Growth , Intel Capital om
companies at premium valuations. Nov
Norwest Venture Partners, Intel Fashionandyou.
40
Capital, Sequoia, Nokia Growth com
Oct 25
New Enterprise Associates Naaptol Online
Deal valued the firm at
around US$250 Mn
Aug 13
SAIF Partners -iXiGO.com
Jul 40
Bessemer Venture Partners Snapdeal.com
18
7th ANNUAL EDITION
2011
PE: CITY-WISE
Gurgaon 20 265
Bengaluru 61 1,600
Value in US$ Mn
19
7th ANNUAL EDITION
2011
IPO Activity
500 6
500 Monthly QIP Trend 2011 4 Monthly IPO Trend 2011 Sensex lowest
450 since August
433 5
2009
5
3 400
400
3 4 4 281 4 4
350
4
3
No. of Deals
300
No. of Deals
300 273 US$ mn
US$ mn
2 250 3
21
7th ANNUAL EDITION
2011
2011 Notification of merger control provisions by the Competition Commission of India (CCI) – Possible
delays in deal closing
Government regulations on sector specific M&As such as inbound acquisition of drugs and
2011 pharma companies requiring approvals – Possible delays in deal closing
Equity instruments to non-residents having in-built options to lose their equity character and to
2011 comply ECB Guidelines – Provision removed by DIPP based on foreign investor reactions
Sectors to look out for: Telecom (Expected TRAI policy modifications), Pharma (Patent Cliff), Retail and
2012 Aviation (FDI Policy updates)
22
7th ANNUAL EDITION
2011
This document captures the list of deals announced based on information available in the public domain and based on public announcements which we
believe to be reliable. Grant Thornton India LLP does not take any responsibility for the information, any errors or any decision by the reader based on
this information. This document should not be relied upon as a substitute for detailed advice and hence, we do not accept responsibility for any loss as
a result of relying on the material contained herein. Further, our analysis of the deal values are based on publicly available information and based on
appropriate assumptions (wherever necessary). Hence, if different assumptions were to be applied, the outcomes and results would be different.