TATA STEEL EUROPE – CORUS ACQUISITION

GROUP - 6 PRASOON MAJUMDAR PRIYANKAR BISWAS RAHUL JAIN HARI SHANKER KAVYA S NAVEEN VYAS

Introduction
• Tata Steel Europe formerly Corus is a subsidiary of Tata Steel, India • It is headquartered London, U.K. • Second largest steel manufacturer in Europe
– Arcelor-Mittal leads the pack

• Post acquisition it was among the Top10 steel makers globally

Acquisition History
• 30 January 2007, Tata Steel, part of India's Tata Group, purchased a 100% stake in the Corus Group at 608 pence per share in an all cash deal, cumulatively valued at (USD 12.04 Billion)
– On 19 November 2006, the Brazilian steel company CSN launched a counter offer for Corus at 475 pence per share, valuing it at $8.4 Billion. – On 10 December 2006, Tata preemptively upped the offer to 500 pence (the “Revised Tata Acquisition”). – On 11 December 2006, CSN announced a formal offer for the Company at an offer price of 515 pence per Corus Share (the “CSN Acquisition”), valuing the deal at $ 9.6 Billion – On 31 January 2007, following the lack of agreement on an offer, the previously mentioned auction process was triggered. Following the conclusion of the auction process (at an unprecedented length of nine rounds) conducted by the Panel in accordance with Rule 32.5 of the Code (the "Auction"), Tata Steel announced the proposed acquisition of Corus Group at 608p per share, (The £6.7 billion deal includes £500 million of debt.

This would give the European manufacturer an in-road into the emerging Asian markets • Technology transfer • Cultural and Core Values – Tata steel's Continuous Improvement Program ‘Aspire’ with the core values: Trusteeship. creating value in steel. respect for individual. credibility and excellence – Corus's Continuous Improvement Program ‘The Corus Way’ with the core values: code of ethics. integrity.Expected Synergies • Low cost and Source of Raw material – Tata was one of the lowest cost steel producers in the world and had selfsufficiency in raw material – Corus was fighting to keep its productions costs under control and was on the lookout for sources of iron ore • Strong retail and distribution network – Tata had a strong retail and distribution network in India and SE Asia. customer focus. selective growth and respect for our people . integrity.

its profit was a mere $626mn compared – to Tata’s revenue of $4.84bn and profit of $824mn • Production facilities of Corus were relatively old with high cost production • Employee cost is 15% (Tata 9%) .06bn.Synergies for Corus • Global Reach • Total debt of Corus as on the date of acquisitionGBP1.6 Billion • Corus needed supply of raw materials at lower cost • Though Corus had revenues of $18.

Will make it difficult for other companies to make a hostile bid for Tata Steel .Synergies for Tata Steel • Tata has been looking to manufacture finished products in mature markets like Europe • Diversified product mix • Reduces risks • Higher end products will add to bottom line • Corus holds a number of patents and R&D facilities and immediate access to advanced technology – – – – – Greenfield plant Cost Time Will catapult Tata from 55th largest producer to 5th largest.

After Merger Efforts • A Strategic and Integration Committee (SIC) was set up to facilitate what was envisioned to beam "light touch" integration across Corus and Tata Steel • Chaired by Ratan Tata and acted like a virtual organization encompassing both businesses • goal was to develop common agenda for the group focusing on: ●Continuous Improvement ●Sharing of best practices. Manufacturing excellence ●Cross fertilization of R&D capabilities ●Rationalization of costs across the businesses .

corporate relations. finance. It consists of senior Corus Group and Tata Steel executives.After Merger Efforts • Several teams having representation from both companies were set up to handle integration and strategic work streams • In January 2008. strategy. and is co-chaired by Tata Steel's managing director Mr B. integration. an umbrella management team or "group centre" was created. Muthuraman and Corus CEO Philippe Varin • To avoid duplication and ensure a common approach across key functions . communications and global minerals. .technology.

blocked two entrances to TATA's Corus Strip Products mill in Port Talbot because a living wage has not been paid them since June 2010.75 an hour . – Reasons • The contract cleaners and Community call on OCS to make a pay offer that exceeds UK's minimum wage.Issues After Merger • Contract workers strike at TATA Steel plant: Some 70 members of UK union Community. Many OCS workers at TATA are paid as little as GBP 5.

cost cutting and the different style of management can be prevalent in employees mind.Issues After Merger • Management by a foreigner is a concern: Major issues usually which occurs with such acquisition is that people in the company do not like to work under foreign management as fear of firing. .

.Issues After Merger • Moving away production from UK to low cost India market: Post-acquisition UK trade unionists warned there would be impending trouble for Corus employees if Tata moved production away from the UK to lower-cost India markets. If in future TATA plan to shift production to India it can potentially create a big issue.

putting at risk 1. Adams made no efforts to integrate the European operations with the Indian ops • • • • • .Recent Status • • • • • Tata is planning to rename Corus in Europe as Tata Steel Tata Steel proposes to close or mothball part of its Scunthorpe plant.000 jobs across Europe and thereby helped stop some of the bleeding at Corus. Not surprisingly. buying. despite the fact that they may have overpaid for the two acquisitions. TATA consciously left management to the existing European managers to lead the charge. he confided to a senior executive I knew on a flight way back from UK. And Bombay House was in no hurry to enforce its writ TATA did nothing to attack bureaucracy in the initial years. who had come in from German steelmaker ThyssenKrupp. A very senior manager from Tata Steel who was sent to push things along in UK returned home completely frustrated by the bureaucracy None of the British managers would listen to any kind of advice. as they did.200 jobs. at the top of the cycle TATA themselves do not have a cadre of international managers who were trained to handle such complex post merger integration. Kirby Adams arrived as the new CEO did the process of restructuring and culture change at Corus begin in right earnest Adams cut 6. Adams stepped down in October 2010 and was replaced by his COO Karl-Ulrich Köhler. The plans would also see 300 jobs lost at its Teesside site.

Cultural Mapping Using Hofstede’s Cultural mapping model. we have five parameters which are as following: • Power Distance • Individualism Vs Collectivism • Uncertainty Avoidance • Masculinity Vs Femininity • Long term orientation .

Scenario High Low Tall Flatter More Fewer Larger Smaller White collar jobs are Equal importance is valued more than blue given to both type of collar jobs jobs Uncertainty Avoidance S. Characteristics Structuring of Activities Written Rules Variability Risk taking abilities Ritualistic Behaviour Indian Scenario Medium Comparatively high Low Low Comparatively high U.Cultural Mapping Power Distance S. Characteristics Centralization Organizational Pyramid Supervisory Activities Wage Differential Importance of Job Indian Scenario U.K.K. Scenario Low Low Low High Low .No.No.

K. Characteristics Indian Scenario Orientation towards Formal way of doing job organizations Individual Vs Group activity More group works are preferred Sense of duty More Individualist Vs Collectivist More collectivist – Individually more united U.K.Femininity S. Scenario Low Comparatively high Comparatively high High Individualism – Collectivism S. of women in qualified job Consideration to soft skills Indian Scenario High Low Low Low U.No. Characteristics Sex based differentiation in Roles Interference in private life No. Scenario Highly formal Individual initiatives are encouraged Less Ties between individuals are loose .Cultural Mapping Masculinity .No.

questions on leadership style. organizational structure and resources • A seven member integration committee • Marco-level decisions looked by the top management • Several Task forces were also setup to smoothen the transactions(power distance differential) • Tata Steel planned to reduce costs from future operations and in turn provide benefits to Corus’ employees and management. communication. who in turn were seeking a sustainable long term solution that yielded benefits with participation.Cultural Mapping • Post acquisition strategies. .

Korea who have steadily crept up the ranking. .Financial Analysis of Corus acquisition • At the time of merger Tata Steel and Corus were touted as the fifth largest steel manufacturer globally but in 2009 and 2010 it clearly appears Tata Steel is losing its ranking and is now No 11. • This is not only due to competition from ArcelorMittal but due to emergence of Asian players in China.

– Capital expenditure was estimated at £500 MN a year. Ukraine.7%. – UK economic growth jumped from 1. Brazil. – US economy was growing at 3. Consolidation was the theme now.8%.9% to 2.EUROPE • It is clear from Annual Report of Corus in 2006 that they were expecting global prices of steel to rise in line with growing global demand.6% and EU at 3. • The steel industry unlike other mining industries is not concentrated with CR5 of less than 10%. – It must be seen competition is from local European players as well as that of players from Korea. Russia. – European Steel demand growing by 5% each year – Arcelor-Mittal had a capacity in excess of 100m tons and was planning on expansion. China etc What was Tata expecting in 2006? . – But there is clearly a doubt whether this trend will sustain in the second half of 2007 – Iron prices rose by 72% in 2005 and 19% in 2006.Situation in 2006 .

Let us look at the calculations . – Sharing best practice and accelerating development. and – Developing global supply chains.Tata’s Expectations in 2006 on future • The price paid for the acquisition reflects what were Tata’s expectations of growth in 2006 to 2015 – We can estimate it at 7% a year with net debt levels of 10% (as targeted by Tata) • Premium was paid to the tune of 69% • Operating margins were expected to remain around 7% • It was expecting realization of the following synergies – Scale economies and relationships with global suppliers and customers. – Access to particular markets and/or raw materials.

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China and Taiwan Let us look at the calculations .How it turned out? (2011) • Tata Steel did not get what it expected – It lost its rank from 5 and is 11 now globally • It has not been able to generate value as expected by as much as 13000 crores INR • The valuations were arrived using a optimistic expected growth of 4% in Europe till 2015 (Tata Steel Annual Report 2010-11) – Thus value generated could have been even lesser • Intense competition from Asian Players like Korea.

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we believe the reasons were more than this – Tata Steel over-estimated the demand as well as the growth in European markets – It did not anticipate the wave of competition from Asian manufacturers from China and Korea. This can be a potential area where volumes can be made up by exports with transportation costs being low. Tata Steel has not been able to leverage this fact and show high growths as shown by Chinese competitors. leading it to over value the supposed synergies. highlighting why adjusting to culture and business practices in certain regions is so important – Steel prices have remained solid and have in fact strengthened since 2006.Reasons for Failure • Tata Steel assigned reasons as economic slowdown in EU • Fall in steel prices • However. – The Tata Steel Group has fallen in ranking from 5 to 11 now and this can be attributed mainly to the problems faced in Europe. – It has not been able to realize the potential for exports though freight rates have actually flattened during the time after 2008. Further. – It has not been able to increase its production capacity as planned rather it has sold off a plant in UK which has lead to considerable tensions among the union and management. Thus showing even in recession the demand for steel has been more than the supply. . it is not expected to rise immediately.

Tata could not develop capacity unlike Arcelor-Mittal .

• But their cost of production though it has risen but has recovered after 2009 – They have been able to increase capacity and realize economies of scale • Tata’s may lead in plant capacity utilization yet the lag may be attributed to sudden addition of capacity and not on operational inefficiency .Peer Comparison – Arcelor-Mittal • Arcelor-Mittal also lost some value in 2006-2011 but their loss is relatively less.

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We suggest that European operations focus more on the Near East and Eastern Europe.What can be done? • The Corus deal was over-valued and has placed significant strain on resources (esp. – With low shipping rates and the availability of world class port facilities in Western Europe focus can be more on exports to these markets • • Expand into and look for opportunities in Ukraine and Turkey where production volumes are surging. debt). – The fundamentals remain strong in Germany and thus they can plan capacity additions in Germany to come close to the 2015 targets . Tata Steel Europe does not have a significant presence in Germany which accounts for 30% of EU region’s economy (Source: IMF 2010).

• There is also a need of immediate debt restructuring program – considering that net debts levels of 5xEBITDA is high compared to 2-3 in the industry.What can be done? • More emphasis must be placed on cultural alignment and understanding of business practices. – This will measures will regain shareholder confidence . – In this regard. the business models of Arcelor-Mittal may be replicated • where organizational change was made mainly at the top management level rather than restructure at the bottom since any cultural change requires a top management revamp.

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Thank You  THANK YOU! .

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