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    Mergers and Acquisitions Unit 1

    Sikkim Manipal University Page No.: 1

    Unit 1 Introduction to Mergers and Acquisitions

    Structure:

    1.1 Introduction

    Objectives

    1.2 Meaning of Mergers and Acquisitions

    Merger or amalgamation

    Acquisition

    1.3 Motives behind Mergers and Acquisitions

    Sensible reasons

    Dubious reasons for mergers

    1.4 Advantages and Disadvantages of Mergers and AcquisitionsAdvantages of mergers and acquisitions

    Disadvantages of mergers and acquisitions

    1.5 Types of Mergers and Acquisitions

    1.6 Historical Overview of M & A Activity

    1.7 Steps to a Successful Merger

    1.8 Summary

    1.9 Glossary

    1.10 Terminal Questions

    1.11 Answers

    1.12 Case Study

    1.1 Introduction

    One of the main objectives of any company or business organisation is to

    achieve growth. Without growth a business cannot stay profitable and

    endure in a highly competitive environment.

    In this unit, you will learn about mergers and acquisitions and the role they

    play in business. You will appreciate how and why a business house has to

    pursue inorganic or external growth as much as organic growth (growth

    achieved internally), in order to remain viable.

    Objectives:

    After studying this unit, you should be able to:

    explain mergers and acquisitions

    describe the motives behind mergers and acquisitions

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    state the advantages and disadvantages of mergers and acquisitions

    explain different types of mergers discuss historical overview of Merger and Acquisition Activity

    describe the steps of a successful merger

    1.2 Meaning of Mergers and Acquisitions

    1.2.1 Merger or amalgamationMerger is defined as a combination where two or more than two companies

    combine into one company. In this process one company survives and

    others lose their corporate existence. The survivor acquires assets as well

    as liabilities of the merged company or companies.

    In another form of merger, one company purchases another company forcash and integrates the purchased company with itself.

    Amalgamation is a synonym of merger, especially in Indian law. Section

    2(1A) of the Income tax Act, 1961 defines amalgamation as the merger of

    one or more companies (called amalgamating company or companies) with

    another company (called amalgamated company) or the merger of two or

    more companies to form a new company in such a way that all assets and

    liabilities of the amalgamating company or companies become assets and

    liabilities of the amalgamated company. Shareholders holding not less than

    nine-tenth in the value of the shares in the amalgamating company or

    companies become shareholders of the amalgamated company.

    Merger may take two forms: merger through absorption and merger through

    consolidation.

    Absorpt ion:Absorption is grouping two or more companies into an existing

    company. All companies except one lose their identity in a merger through

    absorption.

    Merger of Tata Chemical Ltd and Tata Fertilisers Ltd is an example of

    absorption. Tata Chemical Ltd (buyer) survived after the merger while Tata

    Fertiliser Ltd (seller) was closed down. Assets, shares and liabilities of TataFertiliser Ltd were transferred to Tata Chemicals Ltd.

    Consolidation:Consolidation is known as the fusion of two or more than

    two companies into a new company in which all the existing companies are

    legally dissolved and a new company is created. The consolidated entity is

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    known by a new name and the shareholders of the dissolving companies

    become shareholders of the new company.Merger of Hindustan Computers Ltd, Hindustan Instruments Ltd, Indian

    Software Ltd and Indian Reprographics Ltd to form HCL, a new company, is

    an example of consolidation.

    1.2.2 Acquisition

    The term "acquisition" refers to the procurement of assets by one company

    from another company. In an acquisition, both companies may continue to

    exist.

    An acquisition, also known as a takeover, is the buying of one company (the

    target) by another. An acquisition may be friendly or hostile. In the formercase, the companies cooperate in negotiations. In the latter case, the

    takeover target is unwilling to be bought or the target's Board has no prior

    knowledge of the offer. Acquisition usually refers to a purchase of a smaller

    firm by a larger one. Sometimes, a smaller firm will acquire management

    control of a larger or longer established company and keep its name for the

    combined entity. This is known as a reverse takeover.

    In this unit and throughout the SLM, we will use the words merger and

    acquisition interchangeably to mean a business transaction where one

    company acquires another company.

    The terms "demerger", "spin-off" and "spin-out" are used to indicate a

    situation where one company splits into two, generating a second company.

    Examples of some mergers and acquisitions:

    Aditya Birla group-owned HINDALCO acquired NOVELLIS for US$6

    billion.

    TATA MOTORS acquired LAND ROVER for $2.3 billion.

    Takeover of European Steel major CORUS for $12.2 Billion by TATA

    STEEL, the biggest ever acquisition by an Indian company.

    Self Assessment Questions

    1. Growth achieved internally is termed as organic growth. (True/False)

    2. Amalgamation is a synonym of merger. (True/False)

    3. Consolidation is known as the fusion of two or more companies into a

    new company. (True/False)

    4. Growth achieved by M & A is termed as organic growth. (True/False)

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    5. Acquisitions mean acquiring all the assets and liabilities of another

    company. (True/False)6. Deal between Tata Motors and Land Rover was a kind of merger.

    (True/False)

    7. An acquisition may be friendly or hostile. (True/False)

    1.3 Motives behind a Merger or acquisition

    Multiple factors lead to a merger or acquisition. Mostly, it is for the increase

    in economies of scale. The idea is that the resultant larger firm can produce

    units more cheaply than previously independent companies. Economies of

    scale can be efficiently achieved through the sharing of technology,

    resources and the elimination of duplication and waste. Economies of scalecould be a good reason for merger. But there are many examples to show

    that combining separate entities into a single, more efficient operation is not

    easy.

    1.3.1 Sensible reasons

    A merger can be rated as sensible when it adds value, i.e. it creates

    additional benefit to the parties involved. From this standpoint, some of the

    sensible reasons in favour of mergers are:

    Strategic benefits: If a firm has decided to enter or expand in a particular

    industry, acquisition of a firm engaged in that industry, rather than

    dependence on internal expansion, may offer several strategic advantages.

    As a pre-emptive move it can prevent a competitor from establishing a

    similar position in that industry.

    It offers a special timing advantage because the merger alternative

    enables a firm to leapfrog several stages in the process of expansion.

    It may entail less risk and even less cost.

    In a saturated market, simultaneous expansion and replacement makes

    more sense than creation of additional capacity through internal expansion.

    Economies of scale

    After the merger of companies, achieving economies is easy as operations

    of different firms are combined. This achievement is possible due to the

    efficient and proper usage of distribution networks, production capacities,

    research and development facilities, engineering services, data processing

    systems etc. As the scope for utilising resources is far greater in horizontal

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    mergers, economies of scale are mostly prominent in those. In vertical

    mergers, main sources of benefits are better coordination of activities,higher market power and lower inventory levels. Even in conglomerate

    mergers, possibility of cutting down of elimination of some overhead

    expenses is present.

    A company may use its specific skills sets or assets to widen the scope of

    activities. For example, Proctor and Gamble can enjoy economies of scale if

    it acquires a consumer product company that benefits from P&Gs highly

    regarded consumer marketing skills.

    Economies of vertical integration

    Economies of vertical integration can be achieved when more firms, which

    are at different levels of production, get merged. An example would be, a

    company engaged in oil production when merged with a company engaged

    in refining oil and marketing could improve control and coordination.

    It may not be a good idea to involve in vertical integration as the company

    may not get benefitted from the merger if it is producing units in-house. In

    this case the outsourcing with the help of better performing suppliers in

    respective segments may not be useful.

    Complementary resources

    It is sensible to merge companies with complementary resources. Consider

    this example. A small company with a new product will need the help of acompany with good engineering capability and better marketing network.

    When these firms come together, it would be easy for manufacturing and

    marketing the new product. With the help of complementary resources,

    these firms are worth more together than they are separately.

    Tax shield

    Utilising tax shields in a better way is possible when a company with

    unabsorbed depreciation and/or accumulated losses merges with a better

    performing company. The loss-incurring firm has to wait till it makes profit, to

    get the tax set-off advantage. But if it merges with a profit-making firm, its

    accumulated losses and/or absorbed depreciation can be set off against the

    profits of the profit making firm and tax benefits can be realised faster.

    Reduction of indirect taxes may be another source of tax savings. When

    Polyeofins Industries, which supplies 40,000 tonnes of ethylene to NOCIL,

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    merged with NOCIL, a substantial savings in sales tax and excise duty was

    achieved.Utilisation of surplus funds

    Company in a mature market could be generating good revenue but

    opportunities for investing may not be available. Such a firm ought to

    distribute generous dividends and even buy back its shares. However, most

    management prefer making further investments, even though they may not

    be profitable. This is when merger through cash compensation with other

    companies become helpful. This helps in using surplus funds efficiently.

    Managerial effectiveness

    Managerial efficiency increases due to mergers. This happens when the

    poor performing team is replaced with better performing team. Another

    benefit from merging two companies is that there could be greater similarity

    between shareholders and managers. This could lead to the creation of a

    disciplined and better working environment. If managers feel that poor

    performance of their firm may lead to a merger, they would work hard for

    better performance. Often a firm, plagued with managerial inadequacies,

    can gain immensely from the superior management that is likely to emerge

    as a consequence of the merger.

    1.3.2 Dubious reasons for mergers

    DiversificationRisk reduction by diversification is a common reason behind mergers. The

    degree of risk reduction will depend on the correlation of earnings of both

    entities. Risk reduction is greater if the correlation is negative and is higher if

    correlation is positive.

    The value of this motive to the investors is questionable because any

    investor who wants to reduce risk can create a portfolio by diversifying

    between two companies. The merger is not necessary for investor to get

    benefitted by the positives of diversification. As a matter of fact, his/her

    home-made diversification offers better flexibility. Investor can combine

    stocks of both firms in any percentage as he/she does not have limitationsof sticking to a fixed proportion.

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    Lower financing costs

    Many argue that the consequence of larger size and greater earningsstability is to reduce the cost of borrowing for the merged firm. The reason

    for this is that the creditors of the merged firm enjoy better protection than

    those of the independent firms. If two firms, A and B, merge, the creditors of

    the merged firm are protected by the equities of both. While this additional

    protection reduces the cost of debt, it imposes an extra burden on the

    shareholders. Shareholders of firm A must support the debt of firm B, and

    vice versa. In an efficiently operating market, the benefit to shareholders

    from lower cost of debt would be offset by the additional risk borne by them

    and there would be no net gain.

    Earnings growthA merger may create appearance of growth in earnings. This may stimulate

    a price increase if the investors are fooled.

    Example: Company A acquires company B. The pre-merger financial

    position shows that A has superior growth prospects and commands a price

    earnings multiple (P/E) of 20. B on the other hand has inferior growth

    prospects and has a P/E of 10. The merger is not expected to create any

    additional value. The exchange ratio is fixed at 1:2 that is, 1 share of A is

    given in exchange for two shares of B.

    Situation 1 The market is smart: The financial position of A after themerger is better and the earnings per share rises, but the market recognises

    that the growth prospect of the combined firm will not be as bright as that of

    A alone. So the market price per share remains unchanged and the P/E

    ratio falls. Here the market value of the combined company is simply the

    sum of the market values of the merging companies.

    Situation 2The market is foolish: It may regard the increase in earnings

    per share of A as reflection of true growth and so the market price of A will

    rise and the P/E ratio will stay the same.

    Self Assessment Questions

    8. Economies of scale are most prominent in the case of _____________.

    9. Most common reason behind mergers is to achieve _________ through

    diversification.

    10. One of the many potential benefits of merger is an increase in _______ .

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    11. A company may use a specific __________ or assets to widen the

    scope of its activities.

    1.4 Advantages and Disadvantages of Mergers and Acquisitions

    1.4.1 Advantages of mergers and acquisitions

    Mergers and acquisitions are strategic decisions leading to the maximising

    of company's growth by enhancing its production and sales. They provide

    many benefits which are not available in combinations like joint ventures or

    other strategic alliances. The benefits of M & A are:

    1. From the standpoint of shareholders: Shareholders may gain from

    mergers through economies of scale, which helps in lowering of cost.

    This results in increased profits, better investment opportunities which isnot available otherwise, and the increment in the value of share caused

    by the premium paid by the acquiring company to the acquirer company.

    2. From the standpoint of Promoters: Promoters get the advantage of

    increasing the size of the company, restructuring the financial

    composition of the firm and altering its strength as per their requirement.

    Promoters can change a private company into a public company without

    much investment and without losing control.

    3. From the standpoint of Managers: Managers often look forward to

    mergers as an opportunity to enhance their status financially and

    otherwise. They are also concerned about the overall growth of the

    company and are ready to support mergers where these benefits are

    seen to accrue. On the other hand managers work against combinations

    that generate fear about their future.

    4. From the standpoint of Consumers: The benefits of mergers get

    passed to the consumers in the form of better products and services at

    lower prices supported by enhanced after sales and service.

    1.4.2 Disadvantages of mergers and acquisitions

    A merger has disadvantages too. One of the disadvantages is that a merger

    must be approved by the stockholders of the firm. Typically, two-thirds (oreven more) of the votes are required for approval. Obtaining the necessary

    votes can be time-consuming and difficult. Furthermore, the cooperation of

    the management of the target firm is a necessity. This cooperation is not

    easy or cheap. There can also be diseconomies of scale if the business

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    becomes too large. Clashes of culture between different types of businesses

    could happen and reduce the effectiveness of the integration. Merger maycreate a conflict of objectives between the different businesses.

    In view of sharing of services, staff positions may come down and this will

    result in employee dissatisfaction.

    A merger can be extremely beneficial to all stakeholders of a business but if

    handled wrongly it can cause serious disruption all round.

    Self Assessment Questions

    12. Acquisitions and mergers are strategic decisions. (True/False)

    13. The decision of M & A requires approval by one-third of shareholders

    voting. (True/False)

    1.5 Types of Mergers and Acquisitions

    Mergers and acquisitions can take several forms.

    1. Horizontal: It is a merger of two competing firms engaged in the

    production of similar products or providing similar services. The

    acquiring firm belongs to the same industry as the target company. The

    main purpose of such mergers is to obtain economies of scale in

    production by eliminating duplication of facilities, widening the product

    line, reduction in investment, elimination of competition in product

    market, increase of market share, reduction in advertising costs etc.2. Concentric:This is a variation of horizontal mergers. It is a combination

    of two firms that are not in the same industry but operate in related

    industrial segments. For instance a company with a chain of restaurants

    may acquire a hotel company. The major difference here is that the

    merging companies are not competitors, like in the case of horizontal

    mergers.

    Examples are:

    (a) PHOENIX ELECTRIC (INDIA) and PHOENIX LAMPS (INDIA)

    (b) VIDEOCON NARMADA ELECTRONICS and VIDEOCON

    INTERNATIONAL LTD

    (c) BANK of MADURA and ICICI

    (d) Acquisition of BLUE DART by DHL WORLDWIDE

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    (e) Acquisition of THOMSON SA of France by VIDEOCON INDIA in a

    deal worth $ 290 million(f) INDIAN AIRLINES and AIR INDIA

    3. Vertical: When two or more companies, involved in different stages of

    activities like production or distribution, combine with each other the

    combination is called a vertical merger. An example can be the

    combination of a car manufacturing company and piston (that is

    generally bought and used by the car manufacturing company)

    manufacturing company. The acquiring company attempts to reduce

    inventories of raw material and finished goods, implements its

    production plans as per the objectives and economises on working

    capital requirements. There are two types of vertical combinations.a) Forward Integration: In this kind of vertical combination a

    manufacturer combines with its customer. For example, TV

    manufacturer merges with TV marketing company.

    b) Backward Integration: In this kind of vertical combination a

    manufacturer combines with the supplier of input material. For

    example, the combination of a car manufacturing company with a

    piston manufacturing firm.

    The following are some of the benefits to the acquirer company that

    accrue from vertical combinations:

    a) The company can safeguard the source of supplies of raw materials

    or intermediary product.

    b) The company can get the benefits of savings in transportation costs,

    overhead costs in buying department, etc.

    c) The company has control over input specifications and quality.

    4. Circular combination: Companies engaged in the production of

    different products seek combination to share common marketing,

    distribution or research facilities in order to generate economies. The

    acquiring company obtains benefits of resources sharing. Another major

    advantage is achievement of diversification. A variation of circularcombination is managerial conglomerates, which denote combination of

    general managerial talent of two different companies across all

    functions.

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    Examples are:

    (a) STANDARD EQUITY FUND and DR REDDY'S LABORATORIES(b) KARNATAKA SCOOTERS and BROOKE BOND (INDIA) LTD

    5. Conglomerate: This is the combination of companies engaged in

    unrelated businesses. The basic purpose of such a combination is

    lowering of cost of capital, optimum utilisation of financial resources and

    enlarging debt capacity. Conglomerates are used to smooth out

    fluctuations in the earnings of different businesses. The idea is to

    diversify and minimise the overall risk. A typical example would be the

    merging of a cement company, an electronics company, a finance

    company and a garment manufacturing company. A real life example is

    Voltas Ltd.Self Assessment Questions

    14. Under __________ the acquiring firm belongs to the industry of the

    target company.

    15. Conglomerate merger is the combination of companies engaged in

    ___________.

    16. Combination of two or more companies involved in different stages of

    activities is called _____________.

    17. Vertical combination is of two types _____________ and backward

    integration.

    18. Combinations of companies engaged in the production of differentproducts are called ___________.

    1.6 Historical Overview of M & A Activity

    Mergers and acquisitions were at an all-time high from the late 1990s to

    2000. They slowed down till 2005 a direct result of the economic

    slowdown. The reason was simple: companies did not have the cash to buy

    other companies. In 2004-05, however, economies, businesses and

    corporate profits revived, which meant that businesses had cash. The end of

    2004 saw several deals: Sprint combining with Nextel, K-Mart Holding Corp

    buying Sears, Roebuck & Co., Johnson & Johnson planning to buy Guidant.

    The Telecom, Banking and Software industries are potential areas for

    merger activity.

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    Mergers continue to grow at an ever-increasing pace. The United States

    Federal Trade Commission reports that the number of filings in 1999 wasalmost three times the number received in 1993. This same trend is being

    experienced worldwide. Web property deals tripled from 140 in 1998 to 450

    in 1999 with an incredible increase of 700% in dollar spending from 1998 to

    1999.

    Acquisition of Time Warner by America Online was the highest acquisition in

    terms of amount spent. This being more than three times the total spent in

    1998/1999. As per the prediction of webmerger.com, online mergers and

    acquisitions alone would touch the trillion-dollar mark in 2006.

    Mergers are not just between the internet-related businesses but across

    industries. Regulatory agencies are alarmed about mergers. According to

    Richard G. Parker(Senior Deputy Director, Bureau of Competition at the

    Federal Trade Commission (FTC)), antitrust enforcement agencies

    worldwide are in constant and increasing contact with each other on

    individual merger cases and on general cases of mutual enforcement

    interest. The reason for this alarm is the reduction of competition or the rise

    of monopolies. Deals that once approved with negotiated settlements or

    divestitures are now outright rejects. (FTC Weighs Stricter Policy on

    Mergers, Wall Street Journal, January 12, 2000)

    Self Assessment Questions19. Web property deals increased three-fold from 140 in 1998 to 450 in

    1999 with an incredible increase of 700%. (True/False)

    20. America Onlines acquisition of Time Warner was valued at more than

    three times the total 1998/1999 M & A spending. (True/False)

    Activity 1:

    Discuss the acquisition of Zain Telecoms (based out of Kuwait) African

    business by Bharti Airtel.

    1.7 Steps to a Successful MergerMergers need careful planning to achieve financial goals, reduce problems

    and for profit-making.

    Drop in productivity is expected to be around 50% as people from different

    workplaces have differences of opinion. Even a successful merger can take

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    three months to three years for the completion of recovery process in an

    organisation.For employees, possibility of changes and uncertainty at workplace can

    create stress. This affects judgments, perceptions, and interpersonal

    relationships.

    Often reduced communication and increased centralisation as part of re-

    structuring in companies creates space for rumours and insecurity in

    employees. During these times, employees do not have much access to

    senior level managers. Active intervention is necessary to maintain the level

    of productivity and to assure employees.

    Some suggestions for a smoother restructuring and transition are: Circulate a consistent message in the combining entities from top down.

    Maintain consistent accountability and compensation throughout the

    company for similar positions.

    Find out new ways of structuring the company to bridge corporate

    culture differences.

    Establish gaugeable objectives, especially in areas, which will be

    working together for a common goal.

    Revamp the compensation plan to recognise the additional work

    required by transition.

    Plan different ways for people to get to know each other.

    Self Assessment Questions

    21. For the success of a merger_________ among the merging businesses

    is very important.

    22. Productivity drops by as much as _____________ have been reported.

    1.8 Summary

    A merger or amalgamation should be considered only after careful

    examination of the merits and demerits, and ensuring overall positive

    value addition.

    A fundamental truth is that the amalgamation of two weak entities is

    seldom likely to create a strong entity.

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    The best mergers are those of organisations with different strengths and

    weaknesses, wherein the entities work to double the strengths andcancel out the weaknesses.

    The first stage of any merger or amalgamation must be a thorough

    review by each organisation of the other, which is commonly known as

    the due diligence process.

    The Boards/Committees of each entity need to meet one-on-one,

    keeping out unhelpful external pressure groups and lobbies.

    Together, they need to explore the prospects and benefits of the merger

    and agree upon the due diligence process to occur in a manner

    acceptable to both parties.

    1.9 Glossary

    Merger:Merger is a grouping of two or more companies into one company.

    Acquis i t ion:The term acquisition refers to the acquisition of assets by one

    company from another company.

    Spin-off:An independent company carved out of another company (of

    which it was a part) through a sale.

    Conglomerate: Combination of companies engaged in unrelated

    businesses

    1.10 Terminal Questions

    1. Explain the meaning of mergers and acquisitions.

    2. What are the key motives behind a merger or an acquisition?

    3. List the advantages and disadvantages of mergers and acquisitions.

    4. Explain the types of mergers.

    5. Discuss the historical Overview of Merger and Acquisition Activity

    6. What are the steps for successful mergers?

    1.11 Answers

    Self Assessment Questions1. True.

    2. True.

    3. True.

    4. False.

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    5. True.

    6. False.7. True.

    8. Horizontal mergers.

    9. Risk reduction.

    10. Managerial effectiveness.

    11. Set of skills.

    12. True.

    13. False.

    14. Horizontal merger.

    15. Unrelated businesses.

    16. Vertical merger.

    17. Forward integration.

    18. Circular combination.

    19. True.

    20. True.

    21. Cultural integration.

    22. 50%.

    Terminal Questions

    1. Merger is the combination of two or more companies and acquisition is

    the acquisition by a company of assets of another company. For more

    details, refer section 1.2.2. One of the main reasons of M & A is to achieve economies of scale.

    Other reasons are strategic benefits, tax benefits etc. For more details,

    refer section 1.3.

    3. Mergers and acquisitions are strategic decisions leading to the

    maximising of company's growth by enhancing its production and sales.

    For more details, refer section 1.4.

    4. The different types of mergers are horizontal, vertical, conglomerate and

    circular. For more details, refer section 1.5.

    5. Mergers and acquisitions were at an all-time high from the late 1990s to2000. For more details, refer section 1.6.

    6. Refer to 1.7 For a successful merger there should be proper

    coordination and culture integration. For more details, refer section 1.7.

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    1.12 Case Study

    Overseas Acquisition by an Indian Information Technology company(News item in May 06)

    A major overseas acquisition by an Indian IT company has come not from

    Wipro or Infosys, but from a Bangalore-based mid-sized IT products

    company, Subex Systems (Subex). The telecom software products

    company recently announced that it was acquiring UK-based telecom

    products company Azure Solutions for US$140 million in a cash-cum-stock

    deal.

    The cash component of the deal is rather meagre at about 23% of the deal

    size with the balance in stocks. Subhash Menon, Chairman, Subex, said,

    The small portion of the cash will be paid through our internal accruals.

    The acquisition will result in the merger of the two entities and henceforth

    Subex Systems will be known as Subex Azure. Mr. Menon will head the joint

    firm. The integration process will take around 10 months starting June 06.

    Subex will also make a fresh issue of shares which will include a GDR of

    ` 13 crore. This will take its current paid-up capital from ` 23 crore to ` 36

    crore. It had earlier raised $10m (` 45 crore) through a GDR issue.

    Subex scrip which gained almost 25% in the last month, closed at ` 630.30

    on Tuesday, showing a gain of 15.25% against Mondays close of ` 546.90.

    Azure, which spun off from BT in 2003, is a private company and has

    reported revenues of $31m (` 140 crore) for FY06 and has investees such

    as New Venture Partners, Doughty Hanson Technology Ventures and Intel

    Capital. Post-merger, the holding of the venture capitalists in Subex Azure

    will stand at 34.5% with Mr Menons stake at 12% and the rest with the

    Indian public, ESOPs and financial institutions.

    The merger will also see a total headcount of 500 with 200 coming in from

    Azure. However, there is likely to be a certain amount of rationalisation ofmanpower.

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    This merger will also bring an order pipeline of 100m ( ` 800 crore) for

    Azure and $80m (` 344 crore) for Subex, though the conversion rate of

    these orders is likely to be around one-third.

    This deal strengthens Subexs position in the revenue maximisation space

    of telecom sector. While Subex offers products in this area, Azures portfolio

    is in the interconnect billing and fraud management space. It also gives it

    combined access to 150 telecom networks in 60 countries and brings it the

    business of BT. BT is a customer of Azure and generates business of

    around 10m (` 80 crore).

    The real returns from this acquisition will accrue only during FY08 for whichSubex has given a guidance of $100m (R450 crore) of product revenues

    and a net profit of $33m (` 148.50 crore). For FY06, Subex reported

    revenues of` 181.21 crore with a net profit of` 39.14 crore.

    Commenting on the deal, NASSCOM President Kiran Karnik said, This is a

    sign of something small getting bigger and Indian companies wanting to

    compete globally.

    Question

    Discuss the case given above.Hint:The deal will bring a lot of opportunities for the company and

    strengthen Subexs position in the revenue maximisation space of telecom

    sector.

    (source: "The biggest overseas acquisition by an Indian IT co.(Software)", The

    Economic Times, April 26 2006 Issue)

    References:

    Pandey I. M., 2010, 9th Edition Financial Management, Vikas Publishing

    House, New Delhi

    Godbole Prasad G., 2010,Mergers, Acquisitions and Corporate

    Restructuring, Vikas Publishing House, New Delhi Chandra Prasanna, 2007, Financial management, Tata McGraw Hill

    Publication, New Delhi

    Maheshwari S. N., 2002. Management Accounting, Sultan Chand &

    Sons, New Delhi

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    Ravi Kishor, 2002. Financial Management, Taxmann Publication, New

    Delhi, Das & Basu, 2004, Corporate Restructing, Tata McGraw HillPublication, New Delhi

    Sudarsanam Sudi, 2009. Creating Value from Mergers and Acquisitions,

    Pearson Education, New Delhi

    Weston J. F., Mitchell M. L., & Mulherin J. H., 2004, Fourth Edition

    Takeovers, Restructuring, and Corporate Governance, Pearson

    Education, New Delhi

    E-References:

    www.legalserviceindia.com