FinalM&a Group 7 Nov 22 V1

RHI AG ACQUISITION OF ORIENT
REFRACTORIES
M&A Project
Submitted to
Prof. Ashutosh K Sinha
Group No 7
Nikhil Thapar (WMP08024)
Ashraf Jamal (WMP10061)
Kush Malik (WMP10072)
Mahesh M (WMP10073)
Sandeep Sinha (WMP10084)
refractories
Refractories are inner linings of furnaces, boilers, reactors wherever industrial
processes surpass temperatures of approx. 600C, are more heat resistant than
metals.
Without refractories, there would be no materials industry, no steel, no glass, no
cement, no aluminum, no copper, no buildings, bricks, no porcelain, no cars, no
electricity.
Made from combinations of compounds and minerals such as alumina, fireclays,
bauxite, chromite, dolomite, magnesite, silicon carbide, zirconia, and others.
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Industry Analysis World Refractory

Expected to post ~3.5% CAGR
China accounted for ~70% of the market by volume and ~60% by value in
CY12, whereas India accounted for ~3% of the global refractories market by volume.
NOIDA CAMPUS

Steel
Cement / Lime
Nonferrous
Glass
Cross
Industry
Drivers
Industry
Drivers
Emerging
Market
Drivers
Automotive
Machine Building
Construction
Ship-building
Industrial Production
Construction
Catch-up process
Foreign direct investment
Domestic consumption
Exports of steel based
consumables
Above average growth

of domestic
commercial and
residential markets
Infrastructure projects
Pollution regulations
on
production (e.g. China)
Industrial
production
Flat Glass
Container glass
Commodity price
levels, that
encourage to
develop new mines
disposable income
and domestic
consumption
Foreign direct
investment
in mining sector
Infrastructure
projects
Flat Glass
growth in
residential /
commercial
markets, car sales
NOIDA CAMPUS

Chinas giant leap in global steel industry in past decade and half
2000 2010
2010 2015
NOIDA CAMPUS
RHI AG At a glance
Key facts
RHI is a vertically integrated global provider of high grade refractory products,
systems and services
Revenues of 1,721 million and operating EBIT of 142 million in 2014
32 productions sites and more than 60 sales offices with more than 8,000
employees (>150 in R&D)
Global partner for over 10,000 customers in more than 180 countries
Technology leadership with close to market R&D facilities and tailor-made products
NOIDA CAMPUS
RHI AG At a glance
Self-supply of raw materials as a result of the expansion of the raw material capacities in
Turkey and the production capacities in Norway;
NOIDA CAMPUS
RHI AG At a glance
NOIDA CAMPUS
RHI AG At a glance
NOIDA CAMPUS
Industry Analysis india Refractory

Tech Navio's analysts forecast the Refractory Material market in India to grow at a
CAGR of 9.85 percent over the period 2013-2018*
Glass & others; 5%

Non-ferrous; 6%
Cement; 13%
Steel; 75%
Consumption of Refractory in Industry
10
NOIDA CAMPUS
Industry Analysis india Refractory

Indias steel industry at an inflection point
India the fourth largest producer of crude steel in the world.
In 2012, the countrys per capita steel consumption was a meagre 57kg against
the world average of 217kg and Chinas 477kg.
Indicates high potential for increase in per capita steel consumption and potential
for expansion in refractory industry.
11
NOIDA CAMPUS
CONSOLIDATION IN INDIAN REFRACTORIES

INDUSTRY
Why mergers?
Economies of scale.
Lofty stock prices of acquirer.
Management attempts to
fend-off being acquired by
someone else.
Purchasing market shares &
revenues.
Globalization of business,
geographic expansion.
Product line expansion.
De-regulation.
Co-branding.
Year
Acquirer
Target
Stake %
Deal Size ($Mn)
2008
IFGL
Refractories
Limited
Hofmann Ceramic
GmbH, Germany
96%
Undisclosed
2006
RHI AG, Austria
Clasil Refractories Ltd
51%
Undisclosed
2005
IFGL
Refractories
Limited
Monocon Int
Refractories Ltd, UK
2005
Calderys,
France
Ace Refractories (From

ICICI VF)
99%
136.5
2004
Sarvesh Group
VRW Refractories
Undisclosed
2004
Sarvesh
Refractories
Rasi Refractories
Undisclosed
1996
Saint Gobain
Group, France
Grindwell Norton Ltd
51%
Undisclosed
When mergers?
Product cycle nearing maturity.
Technological change & innovation.
Increased regulatory cost.
Powerful suppliers & customers with increased competition.
12
NOIDA CAMPUS
ORL At a glance
Orient Refractories was a manufacturer of a wide range of Refractory products.
Served mainly the iron and steel industry.
The major clients of Orient Industries included large domestic integrated steel
producers as well as several mini steel plants. SAIL, Mukund Steel, TISCO, RINL
Vizag, Sunflag Iron, Lloyd Steel, Usha Martin and the Jindal Group were some
of the major customers.
ORL also provided customized complete solutions by providing total refractory
management services. They deputed a large number of refractory specialists on
site with customers for total refractory management solution.
The Company had an in-house R&D .
ORL was formed by a De-merger Scheme of Arrangement with Orient Abrasives
Limited (OAL). The demerger was carried out in November 2011 and the stock got
listed in March, 2012.
13
NOIDA CAMPUS
ORL At a glance
Key facts
Very good track record, extending over the last 10 years.
Consistent performance, outperforming peers.
Particulars
(Euro, 77 INR =
1 Euro for
simplicity)
FY 08
Income from
operations
FY 09
FY 10
Before De-merger
Post De-merger
28,459,740
35,161,039
FY 13
39,015,584
46,733,766
Gross Profit
Gross Profit
margin (%)
Operating
Profit
Operating
Profit margin
(%)
16,766,234
20,975,325
Other Income
559,740
5719480.519
385,714
6,457,143
Interest cost
Profit Before
tax
Profit before
tax margin (%)
Tax expense
Net Profit
Cash flows
from
operations
Return on
Avg. equity
14
27,501,299
FY 12
Depreciation
EBIT
EBIT Margin
(%)
22,098,701
FY 11
Revenue Euro 39 mill, Domestic vs Export

year ended March 31, 2012
42.97%
6,283,117
16.10%
3,233,766
14.63%
5,202,597
18.92%
5,997,403
21.07%
16.27%
16.55%
503,896
India (Approx
Euro 33 mill)
Outside India
(Approx Euro 5
mill)
Total
15%
44.88%
85%
8,458,442
18.10%
264,935
Revenue Euro 46.7 mill, Domestic vs

492,208
year ended March 31, 2013
8,231,169
17.61%
251,948
5,953,247
7,979,221
15.04%
1,951,948
4,001,299
16.98%
2,603,896
5,375,325
3,716,883
4,729,870
Export
India (Approx
Euro 39.2 mill)
Outside India
(Approx Euro
7.5 mill)
Total
16%
84%
41.05%
40.43%
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| Copyright
2014 HCL Technologies Limited | www.hcltech.com
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ORL At a glance
Prior to FY 12, ORL was a part of Orient Abrasives.
Consistent in sales for over a decade despite cyclical Iron and Steel Industry.
In one decade EBIT has dropped only once and that too marginally.
For any 3 year cycle, the lowest revenue growth recorded by the company is 12%
CAGR (FY 09-FY 12).
Reasonably good gross margins of 43%-45% and has maintained its margins
despite inflationary pressures and volatility in the prices of raw materials.
ORL had also done well on all other metrics such as cash flow generation, return
on equity etc.
ORL had best return ratios, margins and growth among listed peers.
15
NOIDA CAMPUS
TERM SHEET
Consideration
All Cash
Not Applicable
Form of Payment
Exchange Ratio
ORGANISATION
All Cash
Not Applicable
Form of Payment
Exchange Ratio
Ownership
Ownership
Ownership in merged
company
Number of shares issued
Ratio of former ORL
shareholders to RHI-AG
shareholders
69.62% - RHI-AG
83637771
No stock involved
5% - ORL
69.62% - RHI-AG
Ownership in merged company

Number of shares issued
83637771
Ratio of former ORL shareholders to

RHI-AG shareholders
Accounting Method
Tax Consideration
Reorganization Structure
Merger, Board and Control

Company name of new firm
Chairman and CEO
16
No stock involved
Price
Price
Market value per RHI-AG
share
Market value per ORL share
Value of each ORL share
implied by exchange ratio
Implied premium paid for ORL
share
RHI-AG market capitalization
5% - ORL
25.88 Euro
INR 37
INR 43
16%
790.41 M
Tax and Accounting

Purchase
Tax Free - Acquisition via
Dutch US Holding
Subsidary Company
Merger Method
Orient Refractories Limited

Franz Struzl
Market value per RHI-AG share

Market value per ORL share
Value of each ORL share implied by
exchange ratio
Implied premium paid for ORL share
RHI-AG market capitalization
Accounting Method
Tax Consideration
Reorganization Structure
Merger, Board and Control

Company name of new firm
Chairman and CEO
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NOIDA CAMPUS
25.88 Euro
INR 37
INR 43
16%
790.41 M
Tax and Accounting
Purchase
Tax Free - Acquisition via Dutch
US Holding
Subsidary Company
Merger Method
Orient Refractories Limited

Franz Struzl
Copyright 2015 HCL Technologies Limited | www.hcltech.com
The structure ante & post deal

Shareholding Structure Assuming Full Acceptance by Public Shareholders
Shareholders'
Category
Shareholding & voting rights

prior to SPA (1)
(A)
Shareholding/ voting rights

post consummation of SPA
Offer Shares
and the Open Offer
(C)
(A) + (B) + (C) = (D)
% of
% of Voting
Voting
Number
Capital
Number
Capital
% of Voting
Capital
Number
% of Voting
Capital
48.61%
(5,24,01,57 9)
(43.62%)
Nil
Nil
59,94,947
4.99%
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Total (1) (a + b)
2.Acquirers
a. Acquirer
5,83,96,5 26
48.61%
(5,24,01,57 9)
(43.62%)
Nil
Nil
59,94,947
4.99%
Nil
Nil
5,24,01,579
43.62%
3,12,36,1 92
26.00%
8,36,37,7 71
69.62%
b. PAC
Total (2) (a + b)
3. Parties to the SPA
other than (1)a and
(2)
Nil
Nil
Nil
Nil
Nil
5,24,01,579
Nil
43.62%
Nil
3,12,36,1 92
Nil
26.00%
Nil
8,36,37,7 71
Nil
69.62%
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
4. Public (other than

parties to SPA,
Acquirer and PAC)
a. FIs/ Banks
40,500
0.03%
Nil
Nil
(3,12,36,1 92)
(26.00%)
3,05,06,4 82
25.39%
b. Others
6,17,02,1 74
51.36%
Nil
Nil
Number
1. Promoters Group
a. Parties to the
SPA(2)
5,83,96,5 26
b. Promoters other
than (a) above
17
Equity Shares agreed to be

acquired / (sold) pursuant to
the SPA
(B)
Total(4) (a + b)
6,17,42,6 74
51.39%
Nil
Nil
(3,12,36,1 92)
-26.00%
3,05,06,4 82
25.39%
Total (1+2+3+4)
12,01,39, 200
100.00%
5,24,01,579
43.62%
3,12,36,1 92
26.00%
12,01,39, 200
100.00%
Source: Sebi Document
NOIDA CAMPUS
Merger Intent
Strategic
RHI AG
Orient Refineries
Global Expansion Access to Indian

Market and other emerging markets
India continues to remain the 4th
largest producer of crude steel.
Refractoriness output found
application in steel sector (75%)
ORL R&D centre would strength RHI
AG service oriented sales approach
Orient Refineries business is

complementary to RHIs current
presence at the mini mills in India
Wide range of products and
customized solutions could be
offered by OR with help from RHI
Financial
RHI AG
RHI, intends to double ORLs
revenues by 2020
18
Orient Refineries
Orient Refineries operating margins
increased by a great deal
RHI revenue contribution from

Outperformed peers
emerging Markets is 56%, which it
plans to increase to 70%, as part of
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strategy 2020
NOIDA CAMPUS
| www.hcltech.com
Merger Intent
Operations
RHI AG
Orient Refineries
Higher growth at lower CAPEX: 27

acres plant has ~50% free land
ORL was highly profitable, debt free

on a net basis with surplus cash and
cash equivalents
Cost of production in India is lower
and henceforth, ORL is supposed to
play critical role in the production of
refractories
19
Raw materials constitute a major

chunk (55-60%) of the total expenses
over which OR's have good control
(locally sourced)
Increase in contribution of ORL to
global industry (before merger: 2%)
NOIDA CAMPUS
CROSS BORDER ASPECTS OF DEAL
Segment Reporting
What information management regularly uses to allocate resources and assess
performance
Foreign currency matters
Cross-border buyers will need to deal with numerous accounting issues created by
having transactions denominated in currencies that are different from the buyers
reporting currency.
Goodwill implications
Goodwill arising from the synergies of an acquisition must be assigned to one or more
reporting units, the level at which goodwill is tested for impairment.
Disposal considerations - Parents accounting for CTA
Many buyers that acquire a business may dispose all or a portion of the acquired
business at a later date because, for example, the business no longer meets the buyers
strategic vision.
Multi-GAAP requirements
20
NOIDA CAMPUS
Segment Reporting
What information management regularly uses to allocate resources and assess
performance
Foreign currency matters
Cross-border buyers will need to deal with numerous accounting issues created by
having transactions denominated in currencies that are different from the buyers
reporting currency.
Goodwill implications
Goodwill arising from the synergies of an acquisition must be assigned to one or more
reporting units, the level at which goodwill is tested for impairment.
Disposal considerations - Parents accounting for CTA
Many buyers that acquire a business may dispose all or a portion of the acquired
business at a later date because, for example, the business no longer meets the buyers
strategic vision.
Multi-GAAP requirements
21
NOIDA CAMPUS
RHI AG vs ORL
120
101.15
100
42004 95.5
41919 93.85
80
41794 70.75
60
41716 55
41681 45.75
41642 45
41346 39
41589 38
40
41722 23.8
20
40991 27
41645 24.6
RHI High
ORL High
9 mar 12 - 29 June 12 RHI-AG VS VIENNA EXCHANGE

2500
25
2000
20
1500
15
1000
10
500
9 mar 12 - 29 June 12 VIENNA
9 mar 12 - 29 June 12 RHI
9 nov 12 - 30 Apr 13 RHI VS VIENNA EXchange

2600
30
2500
25
2400
20
2300
15
2200
10
2100
2000
1900
VIENNA
RHI
Vienna Exchange
3000
2500
2000
1500
1000
500
BSE METAL VS ORL

16000
14000
120
41969 109
41977 105
100
12000
42012 91.65
10000
40994 11170.87
80
41641 9968.81
41653 9573.45
41793 7141712 8783.95
8000
60
41712 53.25
6000
4170341680
50.5545
40
41346 38.85
41585 34
41610 36.65
4000
20
2000
BSE-METAL
ORL

Date
Event
Market action
Orient denies report of take- Daily volumes spikes to more than 5

May 07,
over/sale of controlling stakes to RHI lakhs (from previous average of 25K)
2012
AG. Files official denial with BSE.
with increase in price.
Orient denies, for second time,

Daily volumes spikes to more than
October report of take-over/sale of controlling
1.5 lakhs (from previous average of
29, 2012 stakes to RHI AG. Files official denial
50K) with increase in price
with BSE.
Orient announces proposed sale Daily volumes spikes to more than

January of 52,401,579 shares to Dutch US 1.5 lakhs (from previous average of
15, 2013 Holding BV (an arm of RHI), this is 50K) with marginal decrease in price
43.62% of shares.
33
NOIDA CAMPUS
Post-Merger Integration
Savvy acquirers use early negotiations to foster a sense that both sides are
working together in good faith to arrive at a mutually advantageous transaction.
The Fine Art of Friendly Acquisition by Robert J. Aiello and Michael D. Watkins.
Having existing Management aboard was one of the conditions to closing

the deal. We also asked the Sponsor to stay within the company for at
least two years to have a smooth takeover period. As we were very
interested in the business model we were very cautious in integrating the
company.
--CFO RHI AG
Dividend Payment Condition The Acquirer agrees with the Sellers that the
Acquirer shall cause the Target Company to adopt a dividend policy for payment
of a minimum dividend of INR 1 in each financial year following Closing till such
time as S.G.Rajgarhia holds at least 4% of the issued equity share capital of the
Target Company and subject to the Target Company having the ability to pay such
dividend in the relevant financial year;
Post-Merger Performance
Orient Refractories Ltd.
Mar-12
Mar-13
Mar-14
Mar-15
16-Nov-15
120.1
120.1
120.1
120.1
120.1
706
1,051.30
1,376.60
1,698.10
1,944.00
1,486.40
2,084.60
2,869.60
3,518.20
3,518.20
445.2
501.8
539.6
623.1
623.1
3,252.80
3,909.30
4,389.70
4,919.40
4,919.40
PAT net of P&E
292.5
407.8
525
506.4
506.4
Book value per share (Rs.)
5.88
8.75
11.46
14.13
16.18
Price / book value (PB)(times)
4.42
4.41
5.48
6.15
4.8
Earnings per share (EPS)(Rs.)
1.8
3.11
4.37
4.22
4.03
Cash earnings per share (CPS)(Rs.)
1.98
3.4
4.67
4.67
4.48
26
38.6
62.75
86.9
77.75
14.42
12.41
14.36
20.62
19.28
3,123.62
4,637.37
7,538.73
10,440.10
9,340.82
Borrowings
158.6
50.3
57.2
52.4
52.4
Debt equity ratio (times)
0.21
0.05
0.04
0.03
0.03
20.3
76.2
183.4
264.5
264.5
Enterprise value
Market capitalisation / enterprise
value
3,261.92
4,611.47
7,412.53
10,228.00
9,128.72
0.96
1.01
1.02
1.02
1.02
Enterprise value / PBDITA (times)
6.13
6.71
8.59
11.74
10.47
Equity capital
Updated net worth (book value)
Total assets / liablilities
Gross fixed assets
Total income
Adjusted market price

Price / EPS (PE)(times)
Market capitalisation
Preference capital
Cash & cash equivalents (less)
Abnormal Return Calculation & Better-off Test CAR

event window
C1
C2
m0
T1
t0
T2
t (time)
clean period
event
Represents return that would be expected absent of event.

Estimated using "clean" period (C1 to C2) that does not include event
period. (March 2012-Dec 2012).
Event window. (Dec 27, 2012 Jan 30, 2013). (+/- 11 trading days)
RHI is showing a CAR of +3.29%.
ORL is showing a CAR of -10.82%
DEAL FINANCING
On 15/01/2013 the RHI subsidiary Dutch US Holding B.V., Arnhem, Netherlands, signed
a contract to acquire 43.62% of the share capital of Orient Refractories Ltd. (ORL).
The closing of the acquisition of this block of shares through Dutch US Holding B.V.
took place on 04/03/2013. The transaction price amounted to 31.8 million and was
paid in cash. The mandatory public offer to the shareholders of ORL related to the
acquisition of the block of shares for another up to 26% of the shares commenced on
25/03/2013 and was closed on 29/03/2013. The public offer was accepted in full. The
purchase price amounts to approximately 19.3 million. Following the completion of
the mandatory offer, RHI now holds 69.62% of the share capital of ORL.
Consequently, ORL will be included in the consolidated financial statements of RHI for
the first time in the second quarter of 2013. The total purchase price of approx. 51.1
million is recognized in the balance sheet item other financial assets as of 03/31/2013
and in the cash flow statement under the item cash flow from investing activities
37

NOIDA CAMPUS
What are alpha and beta?

Technically speaking, they are both risk ratios used as statistical measurements for
calculating returns.
Translation: Both are designed to help investors determine the risk-reward profile
profits or lossesof an investment portfolio, from individual stocks to mutual funds.
There are differences between the twoeven as they sometimes intertwineas
we'll see.
Simply put, Alpha is a measure of an investment's performance compared to a
benchmark, such as the S&P 500. It's a mathematical estimate of the return, based
usually on the growth of earnings per share.
Beta, on the other hand, is based on the volatilityextreme ups and downs in
prices or tradingof the stock or fund, something not measured by alpha. But beta,
too, is compared to a benchmark, like the S&P 500. You can think of beta as the
tendency of a security's returns to respond to swings in the market.
The Role of Dutch US Holding B.V.
M/s. Dutch US Holding B.V. is a private limited liability Company, having registered
office at Velperweg 81, 6824 HH Arnhem, Netherlands. The said Company is an
investment holding Company. M/s. Dutch US Holding B.V. is a wholly-owned subsidiary
of M/s. Veitscher Vertriebsgesellschaft m.b.H., which is a wholly owned subsidiary of
M/s. RHI AG having registered office at Wienerbergstrasse 9, 1100 Vienna, Austria and
is part of the M/s. RHI group. M/s. Dutch US Holding B.V. is also promoted by M/s. RHI
AG.
The main benefits of the Dutch holding company are:
39
1. Full tax exemption of dividends and capital gains on shares in qualifying

subsidiaries (participation exemption)
2. No Dutch dividend withholding tax through the use of a Coop
3. Beneficial tax regime in comparison to the regimes in other EU - countries
4. Low or no tax burden on the repatriation of profits
5. Virtually no substance requirements
6. Tax treaty benefits, specifically the reduction of the withholding taxes on
dividends (in many cases to nil) based on the tax treaties concluded by The
Netherlands with more than 80 countries worldwide
7. No foreign currency exchange restrictions
8. Flexible corporate law
9. The possibility to file the corporate tax return in a foreign currency
(functional currency)
10. Easy access to the financial markets
11. Relatively low incorporation
costs and annual running costs
NOIDA CAMPUS

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RHI AG ACQUISITION OF ORIENT

Industry Analysis World Refractory

Industry Analysis World Refractory

Above average growth

Industry Analysis World Refractory

Industry Analysis india Refractory

Glass & others; 5%

Consumption of Refractory in Industry

Industry Analysis india Refractory

CONSOLIDATION IN INDIAN REFRACTORIES

Deal Size ($Mn)

RHI AG, Austria

Clasil Refractories Ltd

Ace Refractories (From

Grindwell Norton Ltd

Revenue Euro 39 mill, Domestic vs Export

Revenue Euro 46.7 mill, Domestic vs

Ownership in merged company

Ratio of former ORL shareholders to

Merger, Board and Control

Tax and Accounting

Orient Refractories Limited

Market value per RHI-AG share

Merger, Board and Control

Orient Refractories Limited

The structure ante & post deal

Shareholding & voting rights

Shareholding/ voting rights

4. Public (other than

Equity Shares agreed to be

Source: Sebi Document

Global Expansion Access to Indian

Orient Refineries business is

RHI revenue contribution from

Higher growth at lower CAPEX: 27

ORL was highly profitable, debt free

Raw materials constitute a major

CROSS BORDER ASPECTS OF DEAL

CROSS BORDER ASPECTS OF DEAL

9 mar 12 - 29 June 12 RHI-AG VS VIENNA EXCHANGE

9 mar 12 - 29 June 12 VIENNA

9 mar 12 - 29 June 12 RHI

9 nov 12 - 30 Apr 13 RHI VS VIENNA EXchange

BSE METAL VS ORL

CROSS BORDER ASPECTS OF DEAL

Orient denies report of take- Daily volumes spikes to more than 5

Orient denies, for second time,

Orient announces proposed sale Daily volumes spikes to more than

Having existing Management aboard was one of the conditions to closing

PAT net of P&E

Book value per share (Rs.)

Price / book value (PB)(times)

Earnings per share (EPS)(Rs.)

Cash earnings per share (CPS)(Rs.)

Debt equity ratio (times)

Enterprise value / PBDITA (times)

Adjusted market price

Abnormal Return Calculation & Better-off Test CAR

Represents return that would be expected absent of event.

INDIAN INSTITUTE OF MANAGEMENT LUCKNOW |

Copyright 2015 HCL Technologies Limited | www.hcltech.com

What are alpha and beta?

The Role of Dutch US Holding B.V.

1. Full tax exemption of dividends and capital gains on shares in qualifying

FinalM&a Group 7 Nov 22 V1

FinalM&a Group 7 Nov 22 V1