Professional Documents
Culture Documents
Volume No. II Issue No. 4 Month: April 2014 e- ISSN: 2347 - 5587
Chief Editor
Editorial Board
Dr. Vinod B. Patel Dr. Raju Ganesh Sunder
Professor Director, Green Heaven Institute of
G.H.Bhakta Business Academy Management and Research,Nagpur
Veer Narmad South Gujarat University, Surat
Index
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Merger and Acquisition market was the next stage and as a fourth
The phrase mergers and acquisitions refers phase, firms started to acquire firms in
to the aspect of corporate strategy, corporate foreign markets instead of establishing
finance and management dealing with the subsidiaries. The increasing magnitude of
buying, selling and combining of different investment through cross-border mergers
companies that can aid, finance, or help a and acquisitions and its emergence as
growing company in a given industry grow a major component of FDI (Foreign
rapidly without having to create another Direct Investment) even in the case
business entity. of developing countries such as India,
demand us to think why firms are
Cross Border Mergers and Acquisition engaging in cross-border instead of
The rise of globalization has exponentially establishing subsidiaries or to engage
increased the market for cross border in export oriented growth. This
M&A. In 1996 alone there were over 2000 necessitates us to merge the prime
cross border transactions worth a total of objectives of foreign investment with
approximately $256 billion. This rapid that of mergers and acquisitions.
increase has taken many M&A firms by
surprise because the majority of them never Cross Border Mergers and Acquisition
had to consider acquiring the capabilities or in India
skills required to effectively handle this Until up to a couple of years back, the news
kind of transaction. In the past, the that Indian companies having acquired
market's lack of significance and a more American-European entities was very rare.
strictly national mindset prevented the However, this scenario has taken a sudden
majority of small and mid-sized U turn. Nowadays, news of Indian
intermediation as an option which left Companies acquiring foreign businesses
M&A firms inexperienced in this field. are more common than other way
round. Buoyant Indian Economy, extra
Why Firms are Crossing Borders? cash with Indian corporates, Government
When we look at the business history, we policies and newly found dynamism in
can see at least four types of growth Indian businessmen have all contributed to
strategies adopted by the firms. Firms this new acquisition trend. Indian
started with domestic production and began companies are now aggressively looking at
to export to the foreign markets, North American and European markets to
establishment of subsidiaries in overseas spread their wings and become the global
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players.
The Indian IT and ITES companies already have a strong presence in foreign markets;
however, other sectors are also now growing rapidly. The increasing engagement of the Indian
companies in the world markets, and particularly in the US, is not only an indication of the
maturity reached by Indian Industry but also the extent of their participation in the overall
globalization process.
Have a look at some of the highlights of Indian Mergers and Acquisitions scenario as it
stands (Source: http://ibef.org)
Indian outbound deals, which were valued at US$ 0.7 billion in 2000-01, increased to US$ 4.3
billion in 2005, and further crossed US$ 15 billion-mark in 2006. In fact, 2006 will be
remembered in India's corporate history as a year when Indian companies covered a lot
of new ground. They went shopping across the globe and acquired a number of
strategically significant companies. This comprised 60 per cent of the total mergers and
acquisitions (M&A) activity in India in 2006. And almost 99 per cent of acquisitions were
made with cash payments.
Cross Border Mergers and Acquisition in India-Overview (2005-2010)
Table (A) (Millions of Dollars)
Year 2005-2007 2008 2009 2010 Total
Table (a) exhibits Cross -border merger and acquisition in India for the period 2005 to 2010.
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The table shows that cross border sales 3) To examine the effect of cross border
deals during 2005-2007 were 25132 million mergers and acquisition on company value
US $ while purchase deal were 52752 creation.
million US $. Thus the table clearly depicts
that our country’s counter cross border Hypothesis
merger and acquisition purchase deals are The following hypothesis was set to be
more than the sales deal. tested with a view to examining the
magnitude of impact of cross border
Scope of the Study mergers on the company value creation.
The scope of the study is confined to the H0: There is no significant difference
cross border mergers and acquisitions between the mean of pre and post
undertaken by the Indian firms, focusing on merger value creation of selected
4 valuable cross border merger and Indian companies
acquisitions by Indian firms from the year H1: There is a significant difference
2005 to 2007. The study is based on the between the mean of pre and post
facts and figures available for the selected merger value creation of selected
firms through authentic sources like their Indian companies
Annual Reports and National level Stock Limitations of the Study
Exchanges like NSE (National Stock • The period of study is up to 2005-
Exchange) and BSE (Bombay Stock 07, since some year pre and post
Exchange) and capital line data base. merger performance data are
required for the study.
Objectives of the Study • The sample size consists of only 4
1) To examine and evaluate the impact of companies, each from the Metal and
cross border mergers and acquisitions on Metal Product Sectors.
the liquidity and leverage position of the Review of Literature
selected units by some important In this study an attempt has been made to
parameters of liquidity and leverage ratios. briefly review the work already undertaken
2) To examine and evaluate the impact of and methodology employed. A brief
cross border mergers and acquisitions on review of selected studies has been
the profitability position of the selected presented as below:
companies by some important parameters
of profitability ratios.
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Ravenscraft and Scherer (1989). They an increase in profit efficiency for target
tested the hypothesis that other variables banks on the first year after an acquisition.
maintained equal, if mergers result in Nevertheless, the author does not find
economies of scale or scope, the post- similar improvements in the cost
merger profits should be higher than the efficiency and ROA measures.
pre-merger profits and/or their industry Beena (2004) analyzed the pre and post-
averages. Their study of 2,732 lines of merger performance of a sample of 115
business for the years 1975- 77 did not acquiring firms in the manufacturing
find any improvement in the post merger sector in India, between 1995-2000, using
operating performance. a set of financial ratios and t-test. The
Cornett and Tehranian (1992) find an study could not find any evidence of
increase in the post-acquisition Return on improvement in the financial ratios during
Equity (ROE) and operating cash flow, but the post-merger period, as compared to the
the authors focus only on 30 mergers pre-Merger period, for the acquiring firms.
between 1982 and 1987. In the later years, Marina et al. (2006) investigated the
the observed post-acquisition performance long-term profitability of corporate
of institutions involved in M&A deals takeovers in Europe, and found that both
improved on average. acquiring and target companies
Piloff and Santomero (1998) and significantly outperformed their peers in
Calomiris and Karceski (2000) As per the industry prior to the takeovers, but
their research, the typical analysis of the profitability of the combined firm
M&As using stock price data compares the decreased significantly following the
change in returns after a deal is announced. takeover. However, the decrease
These studies find a negligible effect of became insignificant after controlling for
M&As deals on stock market value. There the performance of the control sample of
is a transfer of wealth from the acquirer to companies.
the target’s shareholders mostly explained Becalli and Frantz (2007) Using a larger
by high premiums paid on these sample of cross-border deals, find a
transactions. The study is limited to the decrease in the profit efficiency and an
use of event methodology to analyze increase in cost efficiency after cross-
performance effects after cross-border border deals. The difference in the findings
M&As. of various authors could be explained by
Vander Vennet (2002) studies a sample the laxer sample selection criteria used
of European cross-border deals and finds in the latter study. The authors do not
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restrict the sample of deals to those analysis and t-test during the study period
acquisitions where the target bank’s control of three years. The study found that the
is transferred to the acquiring institution. shareholders of the acquirer companies
Therefore, the results might be driven by increased their liquidity performance
the effect of minority share acquisitions. after the merger event.
Malhotra, PengCheng Zhu (2008) This Sinha et al.(2010) The present paper
study examines the short-term stock examines the impact of mergers and
performance of a sample of Indian firms acquisitions on the financial efficiency of
acquiring U.S. firms in the period 1999- selected financial institutions in India.
2005. Event study shows that Indian stock While the results show a significant
market reacts positively to the acquisition change in the earnings of the shareholders,
announcement. On carrying out multiple there is no significant change in liquidity
empirical tests, they conclude that the position of the firms. The result of the
announcement returns in the Indian cross- study indicate that M&A cases in India
border M&As are mainly driven by the show a significant correlation between
price pressure effect rather than the financial performance and the M&A deal,
informational effect. in the long run, and the acquiring firms
Selvam et al. (2009) the study states that were able to generate value.
to determine the success of a merger, it is Kohli, Mann (2011) this paper seeks to
to be ascertained if there is financial gain compare target shareholders' wealth gains
from mergers. It is very important to in domestic and cross-border acquisitions
study the liquidity performance of those in India. Standard event study
companies to test whether those methodology has been applied to
companies have sufficient liquid assets to compute the announcement returns for
meet its current obligations. The present domestic and cross-border acquisitions.
study is limited to a sample of companies The results indicate that both domestic
which underwent merger in the same and cross-border acquisitions have
industry during the period of 2002-2005 created value for the target company
listed in one of the Indian stock exchange shareholders on the announcement.
namely Bombay Stock Exchange. It is Nonetheless, the analysis of cross-border
proposed to compare the liquidity effect as well as regression analysis makes
performance of the thirteen sample it evident that value creation is higher for
acquirer and target companies before and domestic acquisitions as compared to
after the period of mergers by using ratio cross-border acquisitions due to the
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Selection of Samples
The study has been carried out on the all the companies as the samples for the
micro-level, as it is not possible for the study. So, the convenient random
researcher to conduct it on the macro-level sampling has been done. As such the
The population of the study consists of all universe of the study is Indian Metal
types of the Metal and Metal Product Industries; the researcher has selected 4
related Indian companies having any companies (Which are top 4 cross border
types of different operations of business. mergers and acquisitions during the year
As the study is to be carried out by the 2005 to 2007) as mentioned below:
individual researcher it is not easy to select
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i.e., maximizing the value created for the differently, it indicates the ability of the
primary constituents of the firm. firm to respect the payment commitment.
Higher the ratio better is the coverage of
Profit Margin (PM) debts taken up by the firm.
Profit margin is an accounting measure Mathematically,
designed to gauge the financial health of a Profit to Current Liabilities = PBIT/CL
business firm or industry. In general, it is Where, PBIT is profit before interest and
defined as the ratio of profit earned to total tax, and CL is current liabilities.
sales receipts (or costs) over some defined Return on Capital (ROC)
period. It provides an indication of Return on capital (ROC) shows how
efficiency and, in that, it captures the effectively a company is able to deploy its
amount of surplus generated per unit of the capital base (debt and equity) to generate
product or service sold. returns for the capital providers. A
Mathematically, company which can generate higher return
Profit Margin = Profit after Tax / Sales from a lower capital base and continues to
improve on the same, should in theory,
Return on Asset (ROA) always be preferred over its peers which
Return on Assets is used to measure need higher capital to generate the same
profitability of a company by taking in to level of return and which cannot sustain
account the net income and total assets. the growth in ROC. In the same vein, a
ROA reflects total revenue, total cost, and company which exhibits a declining trend
assets deployed explaining management's in ROC over the years should encourage
ability to generate income during a given investors to withdraw their investments,
period, usually a year. To calculate ROA, resulting in a fall in the share price of the
net income is divided by total assets, and company. Capital employed is a good
then multiplied by 100 to express the measure of the total resources that a
figure as a percentage. business has at its disposal. It also depicts
Mathematically, the profitability of company's capital
Return on Asset = PBIT/Total Assets investments.
Mathematically,
Profit to Current Liabilities Return on Capital (ROC) = PBIT/Capital
It is one of the solvency measures which Employed
tests the magnitude to which the profit of a
firm is able to cover its liabilities. Put
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debt burden and there is a greater health of a business firm. ROA largely
possibility of bankruptcy or default. focuses on profitability of a company
Interest coverage is the equivalent of a taking into account the profit before
person taking the combined interest interest and tax and total assets at the end
expense from their mortgage, credit cards, of the year. P to CL is the solvency
auto and education loans, and calculating measure that signifies the coverage of the
the number of times they can pay it with liabilities with the profit earned during the
their annual pre-tax income. For bond year by a firm. Measurement of leverage
holders, the interest coverage ratio is has also been undertaken to discover the
supposed to act as a safety gauge. It gives capacity of a firm to repay its long term
a sense of how far a company‘s earnings and short term debts and the appropriate
can fall before it may start defaulting on its mix of capital employed in a firm.
bond payments. For stockholders, the
interest coverage ratio is important Data Analysis and Interpretation
because it gives a clear picture of the It is observed from the table B that p value
short-term financial health of a company. for all the above companies in case of
Mathematically, Profit Margin is more than 0.05 with
Interest Cover = PBIT / Interest degree of freedom 3. The analysis of t-test
Mergers and acquisitions bear an impact reveals that there is no significant
on financial performance of the companies difference between the mean of pre and
in terms of profit maximization or value post merger Profit Margin of Tata Steel
creation. Financial performance largely Company. Hence one may conclude that
relates with the profit measurement criteria cross border merger of Tata steel with
such as Profit Margin (PM), Return on Corus Steel of U.K. in 2007 and with
assets (ROA), Profit to Current Liabilities Millennium Steel of Thailand in 2005 have
(P to CL), Return on capital (ROC) and not contributed much in increasing the
leverage measurement criteria such as profit earning capacity of Tata steel ltd. A
Gearing Ratio, Debt-equity ratio and finding of Moran (2001) portrays that
Interest Coverage ratio. Mergers and Acquisitions predominantly
PM is calculated by taking in to bring the corporate control on acquiring
consideration the total profit or loss and company.
total revenue in form of net sales during
the year in order to determine the financial
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It is found from Table C that the average in 2004 and after eight years of acquisition
performance of Tata Steel, Hindalco Tata Steels‘ average performance did not
(Aditya Birla) and Essar Steel is not reveal improvement in terms of value
statistically significant at 5% significance creation.
level. The average performance of Indian Conclusion
selected companies in the metal and metal • It denotes that there is no
products sector is not affected due to significant difference between the
outbound mergers and acquisitions. Hence mean of pre and post merger
it is established that there exists no Return on Assets (ROA) of such
significant difference between the mean of companies. Hence the null
pre and post merger value creation. Tata hypothesis is accepted and
Steel acquired Nat Steel Asia of Singapore alternate hypothesis is rejected.
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• Similar case has been noticed while substantial gain in this respect after
referring to the profit to Current the case of merger.
liabilities ratio. This suggests that • It is also established that there
cross border mergers and exists no significant difference
Acquisitions could not enhance the between the mean of pre and post
efficiency level for meeting current merger value creation.
liabilities requirement of Indian In the metal and metal products sector,
companies those adopted outbound three major Indian companies such as Tata
mergers and acquisitions as a Steel (acquiring of Corus Steel, U.K. and
business strategy. Millennium Steel, Thailand), Hindalco
• Return on capital employed helps (acquiring of NOvelis, U.S.) and Essar
the company to find out an Steel (acquiring of Algoma Steel, U.S.)
appropriate capital base, it may be were found aggressive in terms of cross
concluded that there is no border M&As.
significant difference between the However, in case of all the three
mean of pre and post merger return companies t-test reveals poor results with
on capital of Indian companies regard to the effect of such acquisitions on
those are into outbound M&As. their value creation.
• Both gearing ratio and debt equity
ratio of the companies shows that References
the event of cross border M&A has 1. Afsharipour, A. (2010), „Rising
not improvised the Solvency. Multinationals: Law and the
• Efficiency in terms of having Evolution of Outbound
adequate fund to make timely Acquisitions by Indian
payment of cost of debt capital is Companies , UC Davis Legal
generally measured with the help Studies Research Paper Series,
of interest coverage ratio, the lower (28).
the interest coverage ratio, the 2. Agarwal, Manish (2002), „Analysis
higher the company's debt burden of Mergers in India , M Phil
and there is a greater possibility of Dissertation submitted to the Delhi
bankruptcy or default. With the School of Economics.
help of research we can find out 3. Ahluwalia, M.S. and Little I.M.D.
that there has not been any (1998), „India's Economic Reforms
and Development: Essays For
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