Professional Documents
Culture Documents
Submitted to
Tasneema Afrin
Assistant Professor
Institute of Business Administration, University of Dhaka
Course: Corporate Finance (F401)
Submitted by
i|Page
29 June 2020
Tasneema Afrin
Assistant Professor
Institute of Business Administration
University of Dhaka, Dhaka
Ma’am
Subject: Submission of Report titled “An Analysis of a Possible Merger: Marico Bangladesh Ltd.
and Kohinoor Chemicals Ltd.”
As per your instructions for producing a report as a requirement for our undergraduate course
Corporate Finance, I would like to present this report titled “An Analysis of a Possible Merger:
Marico Bangladesh Ltd. and Kohinoor Chemicals Ltd.” This report has been formulated based on
data from the Annual Report of Kohinoor Chemicals Ltd., Marico Bangladesh Ltd. and other
secondary sources. Without your permission, this report will not be revealed nor reproduced for
any other purpose.
I hope this report has met all your requirements and I would like to thank you for letting us work
on this topic.
Thank You
Kidwa Arif
Roll: ZR-01
BBA 25th
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Table of Contents
An Analysis of a Possible Merger: Marico Bangladesh Ltd. and Kohinoor Chemicals Ltd. .......... i
1. Introduction ................................................................................................................................. 1
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3.3.2 Profitability .................................................................................................................. 19
4. Rationale of the Merger: Impact on The Industry, The Acquirer and The Target .................... 21
5. Stakeholders Paradigm.............................................................................................................. 22
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7.1 ΔRevenue ............................................................................................................................ 27
7.2 ΔCost................................................................................................................................... 28
References ..................................................................................................................................... 37
Appendix ....................................................................................................................................... 39
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Table of Tables
Table 1: Porter's 5 Forces: Rivalry Among Existing Firms ............................................................ 3
Table 2:Porter's 5 Forces: Threat Of New Entrants ........................................................................ 4
Table 3:Porter's 5 Forces: Threat of Substitutes ............................................................................. 5
Table 4:Porter's 5 Forces: Bargaining Power of Buyers ................................................................. 6
Table 5:Porter's 5 Forces: Bargaining Power of Suppliers ............................................................. 7
Table 6: Key Players in FMCG Industry ........................................................................................ 8
Table 7: Top Brands in The Sectors of The Acquirer and Target .................................................. 9
Table 8: Product Portfolio of Marico ............................................................................................ 11
Table 9: Product Portfolio of Kohinoor Chemicals Ltd................................................................ 15
Table 10: Notable Copycat Products of Kohinoor Chemicals ...................................................... 17
Table 11: Beta Calculation of Kohinoor Chemicals Ltd. ............................................................. 26
Table 12: Valuation of Kohinoor Chemicals ................................................................................ 26
Table 13: Beta Calculation of Marico Bangladesh Ltd. ............................................................... 27
Table 14: Valuation of Marico Bangladesh Ltd. .......................................................................... 27
Table 15: Change in Revenue ....................................................................................................... 28
Table 16: Increase in Cost due to Increasing Revenue ................................................................. 29
Table 17: Decreasing Cost of Raw Materials ............................................................................... 29
Table 18: Decreasing Cost of Factory Overhead .......................................................................... 30
Table 19: Decreasing General and Administrative Costs ............................................................. 30
Table 20: Decreasing Cost of Marketing and Distribution ........................................................... 31
Table 21: Change in Costs ............................................................................................................ 31
Table 22: Decreasing Capital Requirements................................................................................. 31
Table 23: Synergy Calculation...................................................................................................... 32
Table 24: Marico Balance Sheet (Please Zoom in to read or visit the Excel file) ........................ 39
Table 25: Marico Income Statement (Please Zoom in to read or visit the Excel file) .................. 39
Table 26: Kohinoor Balance Sheet (Please Zoom in to read or visit the Excel file) .................... 40
Table 27: Kohinoor Income Statement (Please Zoom in to read or visit the Excel file) .............. 40
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Table of Figures
Figure 1: Share of Chemical Import/ Source: World Bank ............................................................ 6
Figure 2: Revenue Distribution of Marico Bangladesh / Source: Annual Report ........................ 12
Figure 3: Revenue Distribution of Kohinoor Chemicals .............................................................. 15
Figure 4: Share Price Comparison / Source: DSE ........................................................................ 18
Figure 5: Comparison of NOCF and EPS ..................................................................................... 19
Figure 6: Analysis of Profitability ................................................................................................ 19
Figure 7: Analysis of Current Ratio and Inventory Turnover ....................................................... 20
Figure 8: Comparison of ROE and ROA ...................................................................................... 20
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Executive Summary
This paper looks into the horizontal merger between Marico Bangladesh Ltd and Kohinoor
Chemicals Ltd., both in the FMCG industry. Marico Bangladesh Ltd is a multinational company
operating in Bangladesh whose parent company is Marico India Ltd while Kohinoor Chemicals
Ltd. is a 64-year-old Bangladeshi company owned by Orion Group.
The industry analysis shows that the FMCG industry is highly competitive and a large portion of
it is led by the multinational Unilever Bangladesh Ltd. The merger between our target and
acquirer shall help bring some balance in this industry.
The valuation of the target determines its value to be BDT 2,648,096,147.90 while the value of
the acquirer is BDT 15,640,362,749.62. Interestingly, the valuation showed that the target is
overvalued in the market by 72% while the acquirer is overvalued by 68%.
Further analysis shows that this merger shall result in sufficient synergy due to increasing
revenues, decreasing costs in different sections like raw materials, administrative expenses,
selling expenses etc. The revenues shall increase due to factors like cross selling and positive
reaction from the market due to merger. The synergy has been calculated to be BDT
1,219,047,581.26.
Due to both companies being highly overvalued in the stock market, the mode of acquisition has
been chosen to be cash. The merger premium given is 30% which is on the higher end of the
international standard for merger premium. These result in the NPV of the merger to be BDT
424,618,736.89.
Amidst the Covid-19 pandemic, smaller companies like Kohinoor Chemicals might find it hard
to sustain. Mergers like this might be their way ou
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1. Introduction
The Fast Moving Consumer Goods Industry is growing in Bangladesh with the growth of the
middle and affluent class of Bangladesh. It is a dynamic industry which has seen massive
changes in the past few decades. The target company of this paper, Kohinoor Chemicals, was
one of the biggest FMCG companies in the country. But it has not fallen behind due to the might
of multinational companies. This paper suggests Kohinoor Chemicals merge with one of the
larger multinationals, Marico Bangladesh Ltd. to regain its lost footprint in the industry. This
shall be a horizontal merger with the purpose of increasing market presence and ensuring
sustainability of both companies in the FMCG industry. Before we delve into the merger, it is
necessary to understand how the industry functions and where the acquirer and target are in it.
1.1 Objectives
1.2 Scope
This report is based on information available on the Dhaka Stock Exchange and other sources on
the internet and the latest annual report of the target and acquirer.
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1.3 Limitations
❏ The pandemic has made the different sectors of the economy highly dynamic and
unpredictable. Thus, many assumptions taken here might not be reflected properly in the
real life scenario
❏ Since the latest annual reports were those of 2019, it has not been possible to see the
disruption in trends due the economic slowdown in 2020.
❏ A better understanding of mergers in the FMCG industry could have been achieved if an
interview could have been conducted with a professional in the industry. However, that
has not been possible due to time limitation and the lockdown.
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Since it is unknown how long the
Coronavirus recession will
continue, the industry growth
might not increase soon.
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Threat of New Entrants: HIGH
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Customer Willingness This is the most important Moderate
section for FMCG products.
Most customers prefer to use the
same type of product from the
same brand due to comfort.
However, with proper
communication, it is possible to
change their behaviors. An
example is the introduction of
liquid hand wash.
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Volume per Buyer Each buyer does not buy many Low
units of product.
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expensive.
Food And Ispahani, GSK, As we can see, this section of the FMCG is cluttered and
Beverage Pran, Coca Cola, has a lot of companies under which there are an even
ACI, City Group, larger amount of brands under them.
Nestle, Unilever
etc.
Beauty and Unilever, Square, This section is more concentrated with a few big
Personal Care Marico, companies.
1
Information in this section has been collected from the FMCG Industry review of EBL Securities.
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Kohinoor
Chemicals Ltd.
Household Unilever, ACI, Like Beauty and Personal care, this sector is also
Care Kohinoor, dominated by a few giant brands.
Reckitt
Benckiser
Since Marico and Kohinoor are both players in the Beauty & Personal Care and Household care
section, the product categories have been analyzed below.
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Hair Oil 1. Marico Bangladesh
(Parachute Coconut
Oil)
2. Square Toiletries (Jui
Coconut Oil)
3. Hemas Manufacturing
(Kumarika Hair Oil)
Moreover, Marico Bangladesh also has an edible oil brand which is called Saffola Active.The
top Bangladeshi brands here are Rupchada, Fresh and Teer.
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3. Acquirer and Target Analysis
Value Added Hair Oil 1. Parachute Advansed Enriched Coconut hair oil
(VAHO) 2. Parachute Advanced Beliphool
3. Nihar Shanti Badam Amla
4. Parachute Advanced Extra Care
5. Parachute Advanced Ayurvedic Gold
6. Parachute Advanced Cooling Hair Oil
7. Parachute Advanced Aloe Vera Hair Oil (introduced in
2019)
8. Nihar Naturals Enriched Coconut Hair Oil (introduced in
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2019)
9. Hair and Care
However, while having a diversified portfolio is important for the company, the effectiveness of
the diversification can be understood by checking if the sources of their revenue is diversified as
well.
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Figure 2: Revenue Distribution of Marico Bangladesh / Source: Annual Report
Here we see that 69% of their revenue comes from only one product. 24% of their revenue
comes from VAHO products which are also similar to Parachute Hair Oil. Thus, we can see that
93% of the revenue stream of Marico Bangladesh is dependent on the Parachute brand.
However, we see that Marico has introduced 10 new brands in 2020, of which five are not of the
Parachute Brand. This is an indication that Marico is trying to further diversify its portfolio
beyond its identity as the hair oil company.
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Weakness
❏ While the Parachute brand is its strength, the dependence on one brand is risky for the
company as well. In case the brand faces any backlash, it will cause a devastating effect
on the company.
❏ Another weakness is the failure to utilize the vast portfolio. We have seen that 69% of the
revenues of Marico is dependent on coconut oil, despite the fact that they have 24 brands.
If the consumers lose their interest in this product, it could heavily affect Marico’s
finances.
Opportunities
❏ The middle and affluent class of Bangladesh is growing and with it is growing the
average consumer spending. This shows growing potential for the FMCG market.Marico
could utilize to increase sales of their current products or introduce new products
according to the demand of the market
❏ Marico can utilize the resources it earns from Parachute to launch new products and
diversify its portfolio
Threats
❏ The Covid-19 Pandemic could seriously affect the spending habit of Bangladeshi
population and decrease the profitability of Marico
❏ The biggest player in the market, Unilever, could try to capture market share from Marico
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3.2.2 Product Portfolio
Kohinoor Chemicals has 12 Brands and 79 SKUs. They have been shown below.
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9. Tibet Glycerine
10. Fruity Lip Balm
11. Ice Cool Prickly Heat Powder
Total 41
While they have a large product line, it is also important we look into their revenue share.
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An interesting observation here is that, compared to Marico Bangladesh, the revenue sources of
Kohinoor Chemicals is more diversified. Nevertheless, the revenue streams still come from a few
of their large product range.
Another important characteristic for the Kohinoor Chemical Products is that some of their
products are copycat brands whose aim is to look very similar to the market leader so that people
can be tricked into buying their product accidentally. This is very bad for long-term brand equity.
The following table shows some of these products.
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Vim Dishwashing Liquid Xpert Dishwashing Liquid
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Threats
❏ The threats are also similar to those of Marico. However, since Kohinoor’s products are
in direct competition with Unilever Bangladesh, their market is in much bigger risk.
Here we can see that while the trend line shows that the stock price of Marico has been seeing
growth, the share price of Kohinoor Chemicals has been almost a straight line.
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Figure 5: Comparison of NOCF and EPS
Like their share price, these indicators show similar trends as well. Both Net Operating Cash
Flow and Earnings Per Share of Marico have been showing an upward trend. However, we see
that the Net Operating Cash Flow of Kohinoor has seen significant changes with it becoming
negative in 2015-16. As for their earnings per share, it has remained fairly constant and
significantly below Marico. If we look at the linear forecast of both these indicators, we see that
Marico is seeing significant growth in both cases.
3.3.2 Profitability
As we can see, while Marico has much higher profits, both Kohinoor and Marico are seeing
growth and the trend suggests this shall continue to increase. However, it is important to
remember that this result is before the pandemic hit and this trend shall not be followed.
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3.3.3 Key Ratios
As we can see, Kohinoor Chemicals has been promising when it comes to maintaining sufficient
liquidity and maintaining inventory. This is a good indication for the acquirer since it shows the
acquisition of the target shall be profitable for them.
However, the scenario is different when we look at the return on equity (ROE) and return on
asset (ROA).
Compared to Marico Bangladesh, the ROE and ROA of Kohinoor Chemicals has been abysmal.
In fact, while the ROE of Marico has been growing, it has been decreasing for Kohinoor. This is
a disincentive for the stockholders of Kohinoor to hold on to their stock and could trigger a fall
in price in the future. Thus, this trend is an incentive for them to agree to the merger.
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4. Rationale of the Merger: Impact on The Industry, The
Acquirer and The Target
The majority of the industry being controlled by a single company is bad for the free market and
the consumers. A merger between two smaller players in the industry shall be welcomed since it
can possibly even the playing field.
To combat this, Marico Bangladesh has been trying to diversify its product portfolio. As
discussed, it has released 10 new brands, of which 5 are not under the Parachute brand umbrella.
By acquiring a firm like Kohinoor Chemicals which already has a diverse product portfolio,
Marico can achieve this diversification much more easily. It shall save costs in R&D, product
designing etc. Moreover, over its 55 years of existence, Kohinoor has already reached a level of
efficiency which could help Marico streamline its diversification.
As discussed before, the merger would also financially make sense for Marico. Kohinoor has a
satisfactory current ratio which shows it is not too burdened with liabilities and has sufficient
efficiency as shown by its turnover ratio. Moreover, Marico has very high ROE and ROA, which
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means the merger will not affect the company too adversely. Thus, the merger is a financially
sound decision by Marico Bangladesh.
All these problems of Kohinoor could be further exacerbated due to the Covid-19 pandemic. The
main market of Kohinoor Chemicals is in the rural areas where the buying power of the average
consumer is decreasing fast. This shall heavily affect Kohinoor’s profitability and it might not
even survive the pandemic. At such a stage, the merger could be a life-raft for the survival of
Kohinoor.
Moreover, Kohinoor Chemicals is not new to acquisitions. It was a government owned company
from 1956 to 1988 when it was listed in DSE. In 1993, Orion Group acquired it. Thus, the
company has gone through acquisitions before and this shall be no different.
5. Stakeholders Paradigm2
This section summarizes the previous sections and discusses what impact the merger shall have
on different stakeholders of the two companies.
2
This section has been based on the Stakeholder’s Paradigm taught in the Mergers and Acquisitions – The
Relentless Pursuit of Synergy Course in Coursera.
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5.1 Internal Stakeholders
5.1.2 Employees
In the short run, some employees of the target might be laid off due to being redundant after the
merger. However, the employees who shall be retained shall be benefited in the long run. They
shall go from being employees of a comparatively small local company to working for a
multinational company which shall come with lots of added perks and benefits.
5.1.3 Customers
The customers shall be benefited the most. Until now, they were dependent on Unilever for most
products and many of Kohinoor’s products were copycats of other market leaders. After the
merger, Kohinoor shall have to move away from their copycat strategy and work to build better
products. This shall also prompt Unilever to reply by making their products better as well.
Regardless of who comes out on top, the customers shall be awarded with higher quality
products.
5.1.4 Suppliers
The reaction from suppliers can be mixed. On one hand, some suppliers shall be able to increase
their business by supplying larger amounts of products to the merged company. This shall be a
win-win scenario since the merged company shall be able to negotiate a lower price due to
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buying a larger amount while the supplier shall be able to sell higher volume. However, some
suppliers might also lose their business since the target and acquirer could have used different
suppliers for the same raw material.
5.1.5 Professionals
Auditors: Both internal and external auditors of the target and acquirer shall be affected by the
merger. Since Marico Bangladesh is a significantly larger company, there is a possibility that
their resources shall be enough and the auditors of the target might be released from
employment.
Legal Team: Like the auditors, the legal team of Marico should also be sufficient for the merged
company. Thus these will be helpful cost cutting measures of Marico.
5.2.1 Regulators
The 2012 Competition Act was enacted to ensure fair competition in the market and to prevent
monopolies. This merger will not result in any form of monopoly. In fact, it shall help the
struggling Kohinoor Chemicals rejuvenate its position amids the monopoly of Unilever
Bangladesh. Thus, the regulators should welcome this merger.
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6. Valuation of Target and Acquirer
6.1.1 Forecasting
The forecasting is done by trend analysis and commonsizing. To keep the calculations brief and
to save time, other parameters were not considered when forecasting the financial statements.
Beta 0.09629
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Risk Free Rate (Rf) 0.08160
Valuation 2,648,096,147.90
An important thing to note here is that the share price of Kohinoor Chemicals Ltd. is highly
overvalued.
Beta 0.01359
-
Average daily return 0.00006
Annual Market Return (Rm)
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-
0.02156
Valuation 15,640,362,749.62
Like the target, we see that the acquirer Marico is also overvalued, albeit comparatively less.
7.1 ΔRevenue
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products of Kohinoor shall now be incorporated with the prestigious brand of Parachute, this
should also boost sales. We predict a 2% increase in revenue of Kohinoor Chemicals after the
merger.
ΔRevenue
Revenue of Kohinoor Increasing 2%
Chemicals Revenue
3,995,804,807.00 79,916,096.14
Increasing 1%
Combined Revenue of Both Revenue Due To
Firms Cross Selling
11,810,468,286.00 118,104,682.86
ΔRevenue 198,020,779.00
Table 15: Change in Revenue
7.2 ΔCost
3
The next section shows that COGS shall also decrease due to synergy in procuring raw materials. However, due to
taking a conservative estimate, this section calculates using old COGS
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ΔCOGS for Increase In Sales of
Kohinoor Products 65,551,569.60
ΔCOGS 145,547,152.97
Table 16: Increase in Cost due to Increasing Revenue
Cost of Raw
Material of
Kohinoor 2,593,583,598.00
Cost of Raw
Materials of
Marico 4,330,819,194.00
1% Decrease (69,244,027.92)
Table 17: Decreasing Cost of Raw Materials
Factory
Overhead of
Kohinoor 300,137,598.00
Factory
Overhead of
Marico 233,281,957.00
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2% Decrease (10,668,391.10)
Table 18: Decreasing Cost of Factory Overhead
2% Decrease (19,995,121.78)
Table 19: Decreasing General and Administrative Costs
Marketing and
distribution
Expense of
Kohinoor 405,030,031.00
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Marketing and
distribution
Expense of
Marico 773,733,918.00
5% Decrease (58,938,197.45)
Table 20: Decreasing Cost of Marketing and Distribution
ΔCosts (13,298,585.28)
ΔCapital Requirements
307,824,838.00 (15,391,241.90)
Table 22: Decreasing Capital Requirements
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8. The Acquisition
ΔV as % of Value
ΔV/Synergy 1,219,047,581.26 of Kohinoor 46.03%
Chemicals
Table 23: Synergy Calculation
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8.2 Mode of Acquisition
The decided mode of acquisition is cash. As we have seen in our literature, stock acquisition is
profitable if the acquiring firm is comparatively more overvalued in the stock market than the
target. But here we have seen that the target Kohinoor Chemicals is overvalued by 72% while
the Acquirer Marico is overvalued by 68%. Moreover, due to the Covid-19 situation, the share
market is volatile and the market capitalization cannot be a good measure to judge a company.
Thus, cash acquisition has been selected. The financing could be a mixture of assistance from
the parent company and the current assets of Marico Bangladesh Ltd. if they do not want to
increase debt.
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Value of Merged Firm 19,507,506,478.78
Golden Parachutes: Golden Parachutes shall be the best defensive technique for the managers
since it shall ensure them a sustainable exit if the merger takes place and it will also discourage
the acquirer from completing the merger due to the excess cost of the golden parachute.
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Poison Pills: As we can see, the market price of Kohinoor Chemicals Ltd. is less than the
intrinsic valuation. Thus, they might rightfully ask for shares from the merged company at a
discounted price from the market.
Effect in Supply Chain: Covid-19 is affecting all-throughout the supply chain. Starting from
importing raw-materials from abroad to transporting the goods from ports under the lockdown
restrictions, Covid-19 is making it very hard for FMCG companies to smoothly run their
operations. ("Supply chain at risk", 2020) Under the current circumstances, the merger of two
companies shall be able to ameliorate the supply chain woes by combining resources. This is
especially true for the target.
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Increasing Demand for Toiletries: However, not all is bad for the FMCG companies during
the pandemic. As people are becoming more and more cautious about hygiene, the demand for
soaps, disinfectors, cleaners etc. are increasing. The FMCG companies can capitalize on this if
they manage to ensure supply. We see that our target has these products but do not have the
resources to capitalize on these by fighting the other issues. However, our acquirer has enough
resources to combat other issues during the Covid-19 but does not have these products in their
portfolio. Thus, the merger shall be mutually beneficial for both the companies.
Insight: Amidst the Covid-19 pandemic, there has been lots of talks of mergers and
acquisition in the Banking Sector. ("Banking sector may face mergers and acquisitions after
the pandemic", 2020) However, I believe, this should not necessarily be confined to the
banking sector. The pandemic might result in losses in companies across different industries
and mergers and acquisition can help in their survival and sustainability.
11. Conclusion
This merger between a growing Multinational Company and a legendary but declining
Bangladeshi company has the potential to cause a revolution in the FMCG industry. If properly
handled, it could be the definition of a win-win merger, not just for the two companies but
their consumers as well. In fact, this could also pave the path for more mergers in the FMCG
industry which shall help create more value for the consumers.
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References
Bangladesh | Chemicals | Import | from all Countries | 2015 | WITS | Data. (2016).
Retrieved 29 June 2020, from
https://wits.worldbank.org/CountryProfile/en/Country/BGD/Year/2015/TradeFlow/I
mport/Partner/all/Product/28-38_Chemicals#
Banking sector may face mergers and acquisitions after the pandemic. (2020). Retrieved
29 June 2020, from https://tbsnews.net/thoughts/banking-sector-may-face-mergers-
and-acquisitions-after-pandemic-81574
Equity Note: Marico Bangladesh Limited. (2020). Retrieved 29 June 2020, from
http://www.ucbcapital.com/research_/equity/Equity_Note_on_Marico_Bangladesh_L
imited.pdf
How has coronavirus changed consumer spending? (2020). Retrieved 29 June 2020, from
https://www.weforum.org/agenda/2020/05/coronavirus-covid19-consumers-
shopping-goods-economics-industry
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Orion Group: Kohinoor Chemical Company (BD) Ltd.: Home. (2020). Retrieved 28 June
2020, from https://www.orion-group.net/index.php/concern/9/30/kohinoor-chemical-
company-bd-ltd
Unilever to buy 82% stake of GlaxoSmithKline BD. (2020). Retrieved 28 June 2020,
from https://www.dhakatribune.com/business/2020/03/23/unilever-to-buy-82-stake-
of-glaxosmithkline-bd
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Appendix
Table 24: Marico Balance Sheet (Please Zoom in to read or visit the Excel file)
Table 25: Marico Income Statement (Please Zoom in to read or visit the Excel file)
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Table 26: Kohinoor Balance Sheet (Please Zoom in to read or visit the Excel file)
Table 27: Kohinoor Income Statement (Please Zoom in to read or visit the Excel file)
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