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    A PROJECT REPORT

    ON

    Comparative Evaluation Strategies in Mergers

    and Acquisitions

    PROJECT GUIDE

    SUBMITTED BY:SANDEEP ARORA

    NARSEE MONJEE INSTITUTE OF

    MANAGEMENT STUDIES

    MUMBAI

    Abstract

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    Business Organizations while going for corporate restructuring in the form

    of Mergers or Acquisitions do test the water from various perspectives. This

    is where arises the importance of conducting an exercise for evaluating

    strategies for the project and then a comparison has to be made so that the

    interest of the stakeholders of both the entity is not disturbed.

    To do the evaluation method of valuing a firm and the impact of merger in

    the organization, primary data and analytical discussion was obtained from

    KPMG and Mr. Anindo Dutta (C.A). Further analysis of recent mergers was

    done to arrive at the conclusion. This thesis is an attempt made to find out

    the optimum evaluative strategies used by companies in mergers and

    acquisition, which commences from valuing the firm to evaluating the

    merged entity.

    To do the evaluation the capital budgeting decision has to be done by very

    carefully estimating the projected free cash flows. For doing so, one has to

    have an in-depth knowledge to forecast the market the merged entity is

    entering into. Once this is done then comes the mode of paying the acquired

    firm. The optimum strategy for paying the acquired firm will depend upon

    the nature of acquisition.

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    Once the payment mode is determined then an evaluation is to be done to

    find out whether the brand, the organization culture strategically fits each

    other. Then once all these evaluations are done then only the M&A deal

    should be finalized, for which, a team has to be formed with representative

    comprising from both the corporation.

    In Indian Inc M&A activity has grown to unprecedented level and will grow

    even further. Companies will merge with each other in and particularly - the

    textile, FMCG, IT & BPO sector in India have witnessed maximum business

    restructuring for the year 2006. However, with more than half of these deals

    fails to deliver their expected results, and so comparison of evaluation

    strategies in M&A is central to merger and acquisition decision making.

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    Acknowledgement

    I take this opportunity to express my deep sense of gratitude to my thesis

    guide Professor Ramakrishna for his valuable guidance, keen interest and

    helpful criticism during the course of study.

    I express my sincere thanks to Project Guide Ms. Rashmi Sundriyal, for

    providing all necessary help during the project work.

    SHARMA

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    Table of Contents

    Introduction & Literature Review

    Mergers and Acquisition: An overview

    Background of the Problem

    Benefits and Scope of the Research

    Problem Context

    The Corporate perspective

    Case Study

    Valuing Synergy

    Evaluation Strategies in M&A

    Tata Tea ties the knot with Tetley

    Recommendation

    Recommendation

    Conclusion

    Implication

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    Bibliography

    Appendixes

    Synopsis

    Thesis Response Sheet

    Questionnaires

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    Mergers and Acquisition: An overview

    Merger is an inevitable phenomenon of the nature, which is very promptly

    reflected in the formation of the universe itself. Even the human race started

    with a merger of two cells only and since human civilization started we find

    lot many examples where kings, came out from the kingdom and dreamed

    about merging other territories to gain strength and power.

    Business world has also been not an exceptional from this phenomenon.

    Every day we find news from different sectors of industries about mergers

    and acquisitions taking place to enhance synergy or to achieve specific

    financial goal either in the form of cost saving and economies of scale. At

    the same time, it is obvious that there is an increase in access to capital or

    believes that undervalued company can be turned around.

    However, with more than half of the deals fails to deliver their expected

    results, a comparison of evaluation strategies in M&A is central to merger

    and acquisition decision making. Each deal is so unique in terms of size,

    industry focus, or geographical orientation and the evaluation strategies that

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    there cannot be only one-evaluation strategies, which is uniformly

    applicable.

    One must see that the deal must deliver the long-term growth and sustained

    profitability. Emphasis should be on how the two companies fit together in a

    practical or financial sense, and not on whether they could truly combine to

    make a whole that was greater than the sum of its parts.

    As the world becomes a truly global market place, more and more overseas

    mergers take place and India is not an exceptional too. Globalization,

    privatization and relaxation of controls have triggered unprecedented

    upsurge in cross border M&A by Indian companies. However, the process of

    restructuring of Indian industry did not commence immediately after

    liberalization. It was the industrial slow down since 1996 to 1998, which

    squeezed the profit margins of Indian corporate entities and forced them to

    restructure their operations to achieve grater competitiveness

    India has acquired 120 foreign companies between 2001-02 for consolidated

    amount of $1.6 billion followed by 305 in 2003 worth $4.4 billion, 316

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    overseas acquisitions worth $9.3 billion in 2004 and in 2005 the number has

    gone up to 355 acquisitions worth around $11 billion.

    The continuing popularity of mergers and acquisitions is probably a

    reflection of the wide spread belief that acquisitions provide an easy route to

    achieve growth. And when it comes to mergers, unlike traditional organic

    growth, it enables companies to radically alter the dynamics of business by

    achieving growth, cost savings and competitive advantage.

    While conducting a comparison exercise of evaluation strategies in M&A

    the following issues should duly be considered:

    Identification of the sources of the firms current and future competitive

    strengths.

    How sustainable and unique the identified strengths are?

    Will the competitor replicate the strategy followed?

    Will the strategy create shareholder value?

    Various components of corporate governance such as the independence of

    the board of directors, the activism of large shareholders.

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    However, to make a merger fully successful one cannot ignore the human

    and cultural issues as M&A result in meeting of two autonomous corporate

    cultures. When companies are acquired or combined, people almost

    immediately start to focus on differences in the companies. Employees

    initially perceive the other companys culture as external influence and

    frequently reject it. Especially this applies in an acquisition where the

    acquiring company see themselves as the winners, and the acquired

    company, the losers.

    In addition to this when a merger takes place, company employees become

    concerned about job security and rumors start flying. Combining two

    companies can create interpersonal conflict, role confusion, uncertainty

    about change and worry of redundancy.

    Another aspect that should duly be considered is that in order to grow and

    expand companies must go for M&A in businesses that they understand

    well.

    Leading corporate houses have undertaken restructuring exercises and M&A

    is one of the most effective methods of corporate restructuring. Hence,

    M&A has become an integral part of the long-term business strategy of

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    corporate enterprises. Even Indian financial services industry has

    recognized the need for corporate restructuring and many

    banks in the country are moving in this direction.

    However, there is always an argument against convergence,

    suggesting that increasing competition, the arrival of the

    global companies means in future a handful of global

    institutions will dominate. Some felt that the Indian

    corporate would become polarized, with global giants at one-

    end and niche players at another.[Refer to:M & As in BankingIndustry: A tool for Competitiveness by S.P.R. Vittal]

    M&A: A conceptual discussion

    Business combination or business restructuring can take in the forms of

    mergers, acquisitions, amalgamation and takeovers and all have played an

    important role in the external growth of a number of leading countries in the

    world.

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    There is a great deal of confusion and disagreement regarding the exact

    meanings of all these terminologies mentioned above. In fact, some of them

    are used interchangeably. Although the term Merger and Acquisition are

    often uttered synonymously, but the terms merger and acquisition mean

    slightly different things. Again all these terms has a separate legal definition.

    An acquisition occurs, when one company takes over another and palpably

    emerges as the new owner; the purchase is called an acquisition. From legal

    point of view, the target company ceases to exist and the buyer's stock

    continues to be traded.

    A merger occurs when two or more companies combine into one company

    or one or more companies may merge with an existing company. Merger or

    amalgamation may take two forms: 1) Merger through absorption

    2) Merger through consolidation

    1) Merger through absorption

    Absorption can be defined as the process of combining two or more

    companies into an existing company where all the companies except one

    lose their identity. For example absorption of Tata Fertilizers Ltd by Tata

    Chemicals Ltd.

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    http://www.investopedia.com/terms/t/targetfirm.asphttp://www.investopedia.com/terms/t/targetfirm.asp
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    2) Merger through consolidation

    On the contrary consolidation is a combination of two or more companies

    into a new company and in this form of merger, all companies are legally

    dissolved to form a new entity. In a consolidation, the acquired company

    transfers its assets, liabilities and shares to the acquiring company.

    Mergers can be again broadly classified in the following way:

    Horizontal merger: This is a combination of two or more firms in similar

    type of production or merging of firms in the same stage of industry or same

    area of business is known as horizontal merger.

    Vertical merger: Combination of two or more firms involved in different

    stages of production or distribution, in order to reduce the cost of

    production, is known as vertical merger.

    Conglomerate merger: This is a combination of firms engaged in unrelated

    lines of business activity. Example ITC with Tribeni Tissues.

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    However whatever be the form of merger its undertaken with the following

    motives or in order to achieve the following benefits:

    1) Limit competition

    2) Utilize under-utilized market power

    3) To grow and enhance profitability in the industry

    4) To achieve economies of scale

    5) Establish a transnational bridgehead without excessive start- up costs.

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    Background of the Problem

    In todays world of intense global competition all corporate behemoths

    resort to M&A with an attempt to attain surges in inorganic growth. But

    there are enormous reasons of why such M&A fails to add value or to

    achieve the desired synergy. Some of them are penned down below:

    Improper valuation: The key to a successful M&A is when the right price

    and not a penny more are paid, but in most of the cases companies end up in

    paying more. While the share holders of the acquired company, particularly

    if they receive cash, do well but the continuing shareholders end up with the

    obnoxious burden of overpriced assets which with definite conviction dilute

    their future earnings. Such being the milieu what becomes important is

    proper valuation of the business and specially intangible assets.

    Boasting overstated synergies: There is no doubt that an acquisition can

    create synergy but many times companies with uncontrollable palpitations

    end up in over stating this so called synergy. This occurs mainly due to over

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    estimating the rate of cost reduction and over valuing the net working

    capital. Overestimating such synergies leads to a failure of the merger.

    Cultural clash: Lack of proper communication acts as a disaster in case of

    overseas mergers where many cultural differences exist. Moreover, cultural

    differences do result in failure of plans implementation and thereby paves

    the way for the failure of the merger.

    Poor Business Fit: When the product or services does not fit naturally into

    the acquirers marketing, sales, distribution system and not to be left out the

    demographical requirements of the product or services of the merged entity,

    then it may creep in delays in efficient integration.

    Over Leverage: Cash acquisitions frequently result in the acquirer assuming

    too much debt. Future interest costs consume a great portion of the acquired

    companys earnings. An even most serious problem results when the

    acquirer reports to cheap short-term financing options and then has difficulty

    refunding on a long-term basis.

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    Boardroom Split: When mergers are structured with 50/50 Board

    representation or with substantial representation from the target, due

    attention should be given to determine the compatibility of the directors

    following the merger. For example when global IT services giant Electronic

    Data Systems Corporation(EDSC) acquired Bangalore based Mphasis BFL

    Ltd on June 23, 2006 Jerry Rao continued to remain chief executive at

    Mphasis because of his expertise in management and understanding the

    business.

    Some of the problems are aforementioned but the list is endless. Such being

    the milieu before M&A these problems should be duly addressed. But this

    study Comparative Evaluation Strategies in Mergers and Acquisitions will

    be addressing the first two problems that is finding out a proper valuation

    model for the firm to be acquired on the one hand and on the other hand it

    will also focus on to find out a proper model for valuing synergy.

    Objective of the Research

    The present Research is planned to study the measures that can be discerned

    as could probably engineer a success in M&A and identify the ingredients

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    that are required to be followed to better a deal as it can be done or

    negotiated. For this the objectives are as follows:

    (1) To compare the processes like valuation of the firm and synergy

    valuation

    (2) To find out an adequate strategy for paying the acquired firm so that

    there is no over leverage problem in the future.

    (3) To determine an optimum evaluation strategy in M&A.

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    Benefits and Scope of the Research

    With India waking up into a new millennium, M&A have become essential

    for inorganic growth. This is palpable in textile industry which in the May

    and June of 2006, witnessed lots of overseas acquisitions; like Malwa

    Industries acquiring mill major Tintolavanderie from Italy and Raymonds

    acquired Portugal based Regency Textiles Portugesa Limittada. As stated in

    The Temerity of Textiles of Business& Economy, 16th June, 2006- the new

    mantra for Indian textile majors to go global is cross border acquisitions .

    Agrees, Ajai Sahai, Director General, Federation of Indian Export (FIEO),

    More and more overseas acquisition will continue in the acquisition

    In such a milieu, the present Research becomes extremely important, as the

    primary focus of the study is to evaluate strategies in Merger & Acquisition

    and finding out an optimum mix of making payment to the acquired firm.

    Even analyst feels that the M&A route is an ideal way for corporate

    restructuring. Starting from small independent organizations to global

    behemoths all is trying this option of growth.

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    The reason can be anything but one core reason is M&A means

    improvement in capital structure, which enables to take new and diversified

    activities. However, a major bottleneck to improve the capital structure is

    poor payment made to the acquired company during the pre-merger. In other

    words, it weakens the financial position of the company. To avoid this

    problem often companies acquire a major stake earlier and later do the

    complete acquisition. Like for example International Marketing & Sales

    Group Plc (IMSG) acquired major stakes in Indias Candid Marketing and

    the remaining they are going to acquire by 2010.

    The following cases will be analyzed with respect to arrive fruitful

    conclusions:

    Takeover by Tata Tea of Tetley: It has been more than a decade of Tata Tea-

    Tetley Group engagement and the matrimony is now brewing sizzling hot

    opportunities for both of them. Tata Teas UK based collaborator Tetley

    Group is the innovator of the concept of tea bag and by value and volume

    among the top 20 grocery brands in UK. In mid 2000, Tata Tea bought UK

    based Tetley for 271pound.

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    Hypothetical case study: With the help of Charter Accountant and KPMG a

    hypothetical case study has been developed which covers almost all the

    problems associated to valuation in todays corporate world.

    Problem Context

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    The Corporate Perspective

    On June 23, 2006 global IT giant Electronic Data Systems Corporation

    acquired 83 million shares of Bangalore based Mphasis BFL Ltd for Rs

    1,748 crore.

    Indian haute couture bigwigs are going shopping; the new mantra for

    Indian textile majors to go global is through cross-border acquisitions;

    The Temerity of Textiles, Business& Economy, 16th June, 2006. Malwa

    Industries acquired mill major Tintolavanderie from Italy and Third

    Dimension for a total consideration of about $11 million on May 2006. On

    the same league, Gujarat Heavy Chemicals acquired Dan River Raymond on

    May 27, 2006 and Raymonds acquired Portugal based Regency Textiles

    Portugesa Limittada.

    Apart from these over seas acquisitions by Indian Inc, the year 2000

    witnessed the largest ever-overseas acquisition by an Indian company, as

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    Tata Tea acquired the Tetley group for271million pounds. However, during the

    past decade lots of global behemoth has also acquired companies from the

    homely milieu. Like, in 2001, Frito-Lay India took over Uncle Chipps from

    Amrit Banaspati group for an undisclosed price. As per the acquisition

    agreement, Frito-Lay, along with the Uncle Chipps brand also acquired a

    few unused assets from Amrit Banaspati.

    With so many M&A happening, what becomes important is valuation of the

    target company and the estimated synergy in post merger. When it comes to

    valuation of the acquired company often problem arises in valuing the Swap

    ratio. Now the question arises what is a swap ratio.

    Swap ratio is the ratio of the share exchange rate of one of the merging

    company with the share exchange rate of the other company, replies

    Professor A.Sandeep, IIPM. If company A and company B is merging, then

    Swap ratio would be:

    Swap ratio = Exchange Rate of Company A / Exchange Rate of Company B

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    Through different case studies and discussions, an attempt has been made to

    evaluate the various strategies used for valuing the target firm and synergy,

    which are discussed in later chapters.

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    Case Study

    MITTAL FOOD Ltd & MAHANAGAR

    RESTAURANT Ltd.

    Based on information gathered from KPMG and going through the recent

    business new the hypothetical case study on Mergers and Acquisitions has

    been developed. I took the help of my project guide (Professor

    Ramakrishna) and C.A Mr. Anindo Dutta to make the valuations as practical

    as possible. Some of the valuation strategies that has been incorporated, is

    extract from my M.Com classes of Dr. Malayendu Shah H.O.D of finance,

    Calcutta University

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    The assumptions, which are the keystone of the case study, are enumerated

    below:

    It is assumed that the existing undertakings are operating at a level

    below optimum but when they combine their resources and efforts,

    they can reduce the cost of production including selling and

    administrative expenses. It will take 4-5 years to achieve this synergy.

    Both the companies do not have any Preference Share Capital.

    All the shares are fully paid up and authorized share capital of Mittal

    Food ltd. is of 157497 shares of rupees 10 each and of Mahanagar

    Restaurant Ltd is of 25000 shares of Rs 10 each.

    Depreciation is calculated on Diminishing Balance Method.

    There is no interest to be paid by Mahanagar Restaurant Ltd after

    merger on debt capital, as the loan taken from Mittal Food ltd would

    be adjusted.

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    The earnings of both the firm for the year 2005 has been taken for

    calculating the E.P.S after merger.

    Both the companies are listed companies.

    Financial year for both the companies closes at 31st December.

    Point to be noted: The prevailing tax rate for each year has changed

    Mittal Food ltd. (M.F.L) was established in 1995 to manufacture steel

    generally used for producing home appliances and machines. The company

    invested Rs.4 lacks in a small concern called Mahanagar Restaurant Ltd

    (M.R.L). During the past 5 years, M.F.Ls sales have grown at an average of

    about 10%\year, which is below the industry benchmark, and P.A.T have

    grown at about 8%. The fluctuating profit of the company has caused its P.E

    ratio to be much low.

    To reduce its earning instability M.F.L is now planning to acquire 51%

    ownership in M.R.L, which has a poor management, and to make it, its

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    subsidiary. Currently M.F.Ls share is selling for Rs. 75 in the market. The

    synergies for acquiring M.R.L are enumerated below:

    1. The target company belonged to the related business so it will help in

    vertical merger and penetrate in newer area.

    2. It has generated a stalwart goodwill among the consumer and is time

    honoured as a good Quick Service Restaurant (Q.S.R).

    3 It had 50 outlets in Delhi and Mumbai. The revenue generated

    from these outlets will help in maintaining a stable PE ratio.

    MRL is known for its quality of products and services including. It has a

    strong logistic throughout its 50 outlets spread across the capital and

    Mumbai. The company is planning to make its maiden entry in Kolkata.

    Due to poor management and lack of innovative dishes, the companys

    performance was bogged down with the entry of new kids in the block. The

    company could not pay heed to product innovation due to the high cost of

    raw material and processed items required for such Endeavour.

    MRLs sales have grown at an average of 6% per year. The companys

    earning has been low due to decline in sales and the average market price

    of company s shares in recent times has been lower than its book value.

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    The board of MRL thinks that when they took a loan from MRL, it helped

    them to deal with their financial inadequacy and now if they join with

    M.F.L, they can get raw material and process ingredients at lower costs

    from the humungous product portfolio of MFL. Moreover, MFLs supply

    chain will enable easy availability of the products in all the outlets.

    The current price of MRLs share is Rs. 28 only. MFL thinks that if they

    could acquire MRL, they could turn around the company and increase its

    share value in the market. However, M.R.L favoured merger with M.F.L

    instead of becoming a subsidiary. According to shareholders of M.R.L, if

    one company is made a subsidiary of other the idea behind the synergy

    would fall and there will not be any unified command as it tantamount to be

    dominated by the parent company.

    But M.F.L wanted to acquire M.R.L and claimed to grow their sales by 8%

    within 3-4 yrs but as M.R.L has so low growth rate in sales, MFL will be

    paying them for each share an amount much lower than their current market

    price. MRL agreed to that but their condition was to get raw materials at a

    much more lower costs which will help to reduce cost of goods sold at least

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    64% of sales. MFL anticipates that to support sales growth of 8% of M.R.L,

    they have to bear a capex equal to 5% of sales for the first 5 yrs.

    Now the million-dollar question arises whether both the companies will

    have an increased E.P.S in the post merger milieu and what price M.F.L

    should pay to M.R.L if they merge with each other. From M.R.Ls point of

    view, a vertical integration of upstream suppliers like Reliance

    Petrochemicals ltd. with Reliance Industries ltd in the year 1992 will help

    the company to achieve the desired result of synergy and reduce the cost of

    production.

    The financial statement (in a summarized form) issued by both the

    companies for the year ended 31st December 2005 are given below.

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    Mittal Foods Ltd

    Summarized P/L statement for the last five years (Rs in 000)

    Year 2001 2002 2003 2004 2005

    Net Sales 5470 6150 6642 7529 8056

    Cost of good sold 3900 4500 5467 5480 5975

    Depreciation 110 155 139 125 143

    Selling & Admin 671 788 970 1003 1020Expenses

    Total expenses 4681 5443 6576 6608 7138

    EBIT 789 707 66 921 918

    Interest 132 152 160 191 284

    EBT 657 555 94 730 634

    Tax 353 292 - 368 226

    PAT 304 263 - 362 408

    Per share data

    Year 2001 2002 2003 2004 2005

    EPS (Rs) 1.93 1.67 1.81 2.3 2.59

    Book Value (Rs) 25.28 26.00 26.41 26.75 27.55

    Market Value (Rs) 54.34 61.25 57.5 71.25 75.00

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    Z

    Summarized Balance Sheet

    As on 31st December 2005

    Liabilities (Rs. In thousand)

    Sources of Funds

    Shareholders Fund

    Paid up capital (1, 57, 497 sharesOf Rs. 10 each) 1575

    Reserve and surplus 3155 4730

    Borrowed Funds

    Secured 1203Unsecured 967 2170

    Current Liabilities 1860

    8760

    Assets

    Gross Block 4748

    Less depreciation 143

    Net Block 4605

    Investment

    Loan to MSUL 400Other Deposit 29 5034

    Current Assets 3726

    8760

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    Mahanagar Restaurants Ltd

    Summarized P/L statement for the last five years (Rs in 000)

    Year 2001 2002 2003 2004 2005

    Net Sales 1442 1490 1580 1721 1823

    Cost of good sold 995 1055 1150 1244 1323

    Depreciation 37 40 45 45 85

    Selling & Admin 260 275 280 292 302Expenses

    Total expenses 1292 1370 1475 1581 1710

    EBIT 150 120 105 140 113

    Interest 19 20 20 30 35

    EBT 131 100 85 110 78

    Tax 45 34 25 35 27

    PAT 86 66 60 75 51

    Per share data

    Year 2001 2002 2003 2004 2005

    EPS (Rs) 3.44 2.64 2.40 3.00 2.12

    Book Value (Rs) 23.76 25.00 26.28 27.65 30.00

    Market Value (Rs) 30.84 44.04 42.25 25.48 28.0

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    Summarized Balance Sheet

    As on 31st December 2005

    Liabilities (Rs. In thousand)

    Sources of Funds

    Shareholders Fund

    Paid up capital (25000 sharesOf Rs. 10 each) 250

    Reserve and surplus 320 570

    Borrowed FundsLoan from MSL 400

    Current Liabilities 178

    1148

    Assets

    Gross Block 457

    Less depreciation 85

    Net Block 372

    Investment 23

    Current Assets 753

    1148

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    Now M.F.L is trying to find out the value of M.R.L in order to determine whether its

    worth to merge with M.R.L. For this we will use the D.C.F approach to determine the

    value of M.R.L. and try to find out the valuation of synergy.

    D.C.F approach

    On the onset of this method, we estimate the free flow by projection of sales. As stated

    earlier M.S.U.L in the last 5 years has grown at an average rate of 6% but M.S.L claims,

    they can increase the sales to 8%. As conspicuous from the Q1 Result, 2006 of the home

    grown FMCG giant, Dabur India Ltd, it took 1 year to achieve the desired sales growth

    from acquired brands Odonil, Odomos, Odopic and Sanifresh from the stable of Balsara.

    Therefore, we assume M.R.Ls sales would remain at 6% for 1st 2 years, 7% on the 3rd

    year (2008) and thereafter 8%. So the sales will be Rs 1932, Rs 2048, Rs 2191, Rs2366,

    and Rs 2555 respectively for the year 2006, 2007, 2008, 2009, and 2010.

    Availability of raw materials at cheaper costs and due to the operating efficiencies (as

    observed in case of Reliance Industries ltd with Reliance Polypropylenes ltd). The cost

    of goods sold (COGS) will be reduced to 64%. Lets assume it will take sometime for

    M.S.U.L to reduce this cost. So COGS can be assumed to be 66% in 2006, 2007 and

    65% for 2008 and thereafter 64%. Regarding selling and admin expenses generally it has

    been seen it reduces in the 1st 2 years but due to inability of the merged organization to

    cope up with the increase in the volume of sales it increases and then it falls

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    dramatically. Depreciation can be estimated keeping in mind the anticipated capex in

    each year (which is 5% of the sales) and average annual depreciation rate. As stated

    earlier depreciation will be calculated by diminishing balance method at 11%. Thus

    depreciation from 2006 to 2009 is

    DEP06 = 0.11 (372+CAPEX06)

    = 0.11(372+0.05*1932)

    =0.11(372+97)

    =52

    DEP07=0.11(469-52+0.05*2048)

    =0.11(417+102)

    =57

    DEP08=0.11(519-57+0.05*2191)

    =0.11(462+110)

    =63

    DEP09=0.11(572-63+0.05*2366)

    =0.11(509+118)

    =69

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    DEP10=0.11(627-69+0.05*2555)

    =0.11(558+128)

    =75

    The 2nd step is to estimate the cost of capital. Since we are determiningMRLs value, the discount rate should be MRLs average cost of capital. For the year

    2005, the outstanding debt of the company is 4 lacks and interest paid @ 8.75%/ annum

    is Rs 35 thousand. We assume higher marginal rate of interest, say 15% on the after tax

    basis. The cost of debt would be 0.15(1-0.35) = 0.0975= 9.75%, where 35% is the tax

    rate including VAT and Service Tax of 12.5% applicable from 31.04.06. If we assume

    that the company has been paying about 80% of its earning and retaining 20%, there fore

    prevailing cost of equity

    80% of 2.12(Ke) = ______________ =0.0605 or 6.05%

    28

    The average return on equity (PAT/NETWORTH)= (53000/570000) = 9% Thus thecompanys growth rate = 0.20*0.09=0.018 or 1.8%

    Therefore MRLs future Ke = 6.05+1.8 = 7.85%

    MSULs W.A.C.C:Amount (RS in 000) Weight Cost W

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    Eighted cost

    Equity 570 0.587 0.0785 0.046Debt 400 0.413 0.0975 0.041

    970 1.000 0.087

    9% (approx)

    Increase in N.W.C:

    Present W.C = 753000-178000 = 575000Percentage of W.C to sales = 575000/1823000 = 32%

    Year 2005 2006 2007 2008 2009 2010(Rs. In thousand)

    W.C 575 618 655 701 757 818Increase

    In N.W.C 43 37 46 56 61

    Mahanagar Steel Utensils

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    Estimation of Cash Flows for next five years

    Particulars 2005 2006 2007 2008 2009 2010

    Net Sales 1823 1932 2048 2191 2366 2555

    COGS 1323 1275 1351 1424 1514 1635

    Selling & Admin Exp 302 302 302 328 355 332

    Depreciation 85 52 57 63 69 75

    Total Exp 1710 1629 1710 1815 1938 2042

    PBT 113 303 338 376 428 513

    Tax @ 35% 106 118 132 150 180

    PAT 197 220 508 278 333

    Add Depreciation 52 57 63 69 75

    Funds FromOperation 249 277 571 347 408

    Less Increase in N.W.C( 32% of net sales) 43 37 46 56 61

    Cash from operation 206 240 525 291 347

    Less Capex 97 102 110 118 128

    Net Cash flow to M.S.L 109 138 415 173 219

    P.V.F @ 9% 0.92 0.84 0.77 0.71 0.65

    Present Value 100 116 320 122 142

    Total Value of MRL= 100 +116+ 320+122+142= Rs 8, 00,000

    Present value of M.R.L is Rs. 8, 00,000.00Value of M.R.Ls shares Rs.

    M.R.Ls value 8, 00,000.00Less debt 4, 00,000.00

    Therefore value of MRLs shares 4, 00,000.00

    Value per share = Rs. (4, 00,000.00/25000) = Rs.16

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    The maximum price per share M.F.L is prepared to pay for M.R.Ls share is Rs.16,

    which is below the current market price Rs.28. But MFLs market price per share is Rs

    75 so there is a possibility that market value of MRL will also increase.

    Now the question arises, how should M.S.L finance acquisition of M.S.U.L?

    It can be done in two ways either in cash offer or exchange of shares.

    Cash offer: a cash offer is a straightforward means of financing a merger. It does not

    cause any dilatation in E.P.S and the ownership of the existing shareholders of the

    acquiring company MSL will have to pay Rs.4, 00,000.00 for acquiring M.S.U.L.

    Share exchange: A share exchange offers will result into the sharing of ownership of the

    acquiring company M.F.L between its existing shareholders (Existing shareholders of

    M.R.Ls). The earnings and benefits would also be shared between these two groups of

    shareholders. The precise extent of net benefits that accrue to each group depends on

    exchange ratio. Like in case of Reliance de-merger owner of 40shares, got 40 Shares of

    Reliance Energy Ventures Ltd and the existing share holders did not have to

    compromise.

    To pay Rs.4, 00,000 as its current market price per shares Rs.75, the company must

    exchange 5333 shares and hence post merger, M.F.L would have 1,62,830(1,57,497 +

    5333)shares. In the combined firm, M.R.Ls shareholders would hold 3.3% of shares.

    M.S.L would be offering 5333 shares for 25,000 out standing shares of M.R.L, which

    means 0.21 shares of M.F.L for one share of M.R.L. The book value of M.F Ls and

    MRLs share in 2005 is respectively Rs.27.55 and Rs.30. So from the book value point of

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    view, M.F.L could offer 0.92 (27.55/30) shares for each outstanding share of M.R.L

    without diluting present book value so M.F.L wont have a problem if they offer 0.21 of

    its shares to M.R.L.

    Impact on E.P.S: Lets now find out if E.P.S be diluted if it exchanged 5333 shares to

    M.S.U.L? As assumed earlier we take the earnings of both the firms for the year 2005 for

    computing E.P.S after merger.

    Mittal Foods Ltd: - Impact of mergers on E.P.S

    Rs (in thousand)

    M.F.Ls PAT before merger (P.A.Ta) 408

    M.R.Ls PAT if merged with M.S.L (Pat) 53

    PAT of the combined firms offer merger

    (PATa+PATb= P.A.Tab) 461

    M.F.Ls E.P.S before merger (E.P.Sa) Rs.2.59

    Maximum no of M.F.Ls shares maintaining E.P.S of Rs.2.59

    That is (4, 61,000/2.59) = 1, 77,992

    M.F.Ls outstanding shares before merger = 1, 57,497

    Maximum number of shares to be exchanged without diluting E.P.S

    = (1, 77,992-1, 57,497)

    = 20,495

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    Therefore M.F.L could exchange (20,495/25,000) = 0.81 of its shares for one share of

    M.R.L with out diluting its E.P.S after merger. Since, it is exchanging 0.21 shares. Its

    E.P.S after merger would be as shown below: -

    P.A.Tab = 4, 61,000

    Total no of shares after merger = 1, 62,830

    Therefore E.P.Sab = (4, 61,000/1, 62,830)

    = Rs.2.83Merger of M.F.L with M.R.L: - Impact on P.A.T

    M.F.L M.R.L M.F.L(Before merger) (After merger)

    PAT (Rs in 000) 408 53 461

    No. Of Shares 1, 57,497 25,000 1, 62,830

    EPS (Rs) 2.59 2.12 2.83

    Mkt value 75 28.10 75

    Total MktCapitalization(Rs in lack) 118.12 4 122.12

    1, 57,497* Rs.75 = 1, 18, 12,275+4, 00,000= (1, 22, 12,275/1, 62,830)= Rs.75

    Impact on P/E ratio: The P/E ratio of combined firm would decline from MFL P/E ratioasP/E ratio of MFL = (75/2.59)

    = 28.9And combined firm would be = (75/2.83) = 26.5But, M.R.L will have an increase in P/E ratio

    As its P/E ratio = (28.1/2.12) = 13.25

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    VALUING SYNERGY

    Synergy is the magical force that allows for enhanced cost efficiencies of the new

    business, which can take in the form of revenue enhancement and cost savings.

    The form of synergy is enlisted below:

    Staff reductions To some extent merger reduces labor.

    Economies of scale - Whether it is purchasing a small stationery or acquiring a

    brand, Economies of scale can be achieved any way. Economies of scale help to

    reduce cost of production.

    Acquiring new technology Synergies might occur by acquiring new technology.

    Improved market reaches and market share- Often Companies to penetrate in

    newer areas acquire a local company. And synergy can be achieved by the benefits

    of the marketing and distribution of local company.

    There ought to be economies of scale in the combined firm, but in many cases,

    one and one add does not equal to two.Not necessarily every merger will result in

    synergy. First of all there has to be a cultural fit between the two merging

    organization and then only synergy can be achieved. But to have a synergy in long

    run what requires is that the product or service delivered by the organization might

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    http://www.investopedia.com/terms/s/synergy.asphttp://www.investopedia.com/terms/e/economiesofscale.asphttp://www.investopedia.com/terms/s/synergy.asphttp://www.investopedia.com/terms/e/economiesofscale.asp
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    fit the organization product portfolio. Agrees, Samarjit Singh, MD of Candid

    Marketing, See acquisition has to be strategically fit both in terms of brand and

    culture. HLLs acquisition of Modern foods fitted the brand but there was no

    cultural fit between the two organizations. According to 4Ps- Business and

    Marketings article, Not Just anybody, please unable to sustain losses HLL is

    putting up Modern Food for sale.

    Now the million dollar question arises how to value synergy? Synergy tantamount

    to Net Economic Value (NEV) which arises from the extra value generated by the

    combined firm.

    If we consider the example of the two firms mentioned in our earlier chapter,

    then :

    Lets say Value of the combined firm is represented by V12,

    Value of MFL = V1

    Value of MRL = V2

    EV= V12 ( V1 + V2)

    Lets assume acquiring price is paid in cash

    Cost of merger= Cash paid - V2

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    NEV= EV Cost of merger

    Evaluation Strategies in M&A

    This discussion is based on the primary data collected after meeting with Mr.

    Anand Vermani, Associate Vice President of KPMG India Private Ltd. K.P.M.G is

    a Switzerland based conglomerate, which mainly acts as financial consultant and

    evaluates the financial benefits of mergers.

    Q) What should be the core issue before finalizing a merger deal?

    Ans) Look there is no such hard and first rule that should be given core

    importance in a M&A deal. But I feel where Indian corporate misses out big

    time is avoiding the taxation part. The preliminary and one of the main things,

    which should be taken into account while evaluating the merger deal, is

    taxation. Sometimes, if the taxation deals, especially when Indian companies

    go for global acquisitions, the taxation norms should be given the core

    importance. If filing the tax procedure or the host country has a step motherly

    attitude then there is no point to continue with the merger.

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    Q) How does one evaluate the long run benefits provided by the merger deal?

    Ans) We mainly follow 4 methodologies to determine whether to merge or what

    benefit the project is going to provide in the long run. These are:

    1. D.C.F discounted cash flow

    2. CoCos comparatively company analysis

    3. COTRANS company transaction

    4. NAV net asset value

    D.C.F in M & A, the acquiring firm is buying business of the target firm, rather

    than a specific asset. The acquiring firm should appraise merger as a capital

    budgeting decision, following the D.C.F approach. It should try to evaluate the

    estimated sales and any other source of revenue generation for at least 5 years if

    the business is not too much capital intensive.

    The main drawback of this method is that, it is very intrinsic and although it

    focuses in the future value but doesnt take into Consideration the market values.

    In simple words, D.C.F emphasizes more on time value of money. To counter this

    drawback what I suggest is resorting to DCF with probability distribution can give

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    accurate result. There are three or four important variables whose probability

    distribution will change the entire valuation of merger so to be on safe side, its

    better to use W.A.C.C of the acquiring company as the P.V F.

    CoCos here the companies on which comparison is done, should ideally be a

    listed company, the comparison starts from revenue generated by the companies

    which are planning to merge, then we determine E.B.D.I.T(Earnings before debt,

    interest and taxes) because it helps in eliminating error as it differentiates between

    cash entry and book entry (as for example depreciation).

    After that, it takes into consideration the enterprise value or E.V, which are

    summation of market capital and the book value of debt or in other words

    summation of fixed assets and working capital.

    Once the E.V, the EBDIT are determined, the next step is to calculate the

    multiples (the ratios). Three broad multiples used for valuation are:

    1. E.V/SALES

    2. E.V/EBDIT

    3. MARKET CAPITAL /SHARE = P.E

    i. PAT/SHARE

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    To select the companies for comparison the companies are short listed

    according to which are close representative of each other in terms of size, market

    capitalization and product portfolio. The identical representative is chosen the ones

    which has similar experience, subjective analysis, and risk of business the

    companies are dealing with e.t.c. One of the main drawbacks of CoCos is that it

    doesnt takes into account the transaction premium so the next method of

    valuation is used.

    Co Transaction or company transaction emphasizes on the amount involved

    for acquiring the company. This is termed as cost of merger. The control premium

    from 49% to 51% will create a strong variation in the cost of merger as for

    example Maruti Udyog Ltd, when the company sold its 57% ownership to Suzuki

    in 2003,

    Suzuki has to pay a huge amount as compared to the amount being paid if it had

    acquired less than 50%.

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    Q)In Indian Inc what are the main areas which have witness maximum M&A

    activity and is expected to witness more in the coming future?

    Ans) Well its the FMCG sector and even the IT and BPO sector. In our country,

    during the last decade due to globalization and liberalization lots of I.T and B.P.O

    sectors are emerging. They resort to mergers to derive the benefit off shore

    sourcing. This is mainly the reason lots of overseas acquisition is taking place

    recently, as for example IOC with French farms and outbound investments are

    taking place. Apart from this, another strong motivating factor for M&A is risk

    diversification and in this regard the banking sector has witnessed lots of

    horizontal mergers like GTB with OBC.

    Q) What should a manager focus first before finalizing a M&A deal?

    Ans) The one and only motive of the manager should be is to see that shareholders

    interest is not hampered at any cost, rather a M&A deal should be concerned only

    about maximizing shareholders wealth. I mean this from a managers perspective.

    Q) What factors motivates companies to go for M&A?

    Ans) Well, the motivational factor depends on the size of the company and where

    they want to grow. Like whether they want to grow in their own line or merge

    with other related sector like in case of vertical mergers. As for example, FMCG

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    companies resort to mergers to penetrate in newer areas. Like in 2004 Wipro

    entered in the food segment of FMCG after acquiring the Glucovita brand from

    HLL.

    Even when companies want to go abroad they resort to overseas acquisitions. Like

    I.O.C with Maurel and Prom, Essar group in Bangladesh power and steel.

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    Tata Tea ties the knot with Tetley

    This case is analyzed, to determine how an acquisition can help to achieve the

    synergy. It has been more than a decade of Tata Tea-Tetley Group engagement

    and the matrimony is now brewing sizzling hot opportunities for both of them. The

    second largest seller of packet tea in India, Tata tea was incorporated in 1983 and

    today has 54 estates scattered in Assam, West Bengal, Tamil Nadu and Kerala.

    Tata Teas UK based collaborator Tetley Group is the innovator of the concept of

    tea bag and by value and volume among the top 20 grocery brands in UK.

    Way back, in 1993 tea exports was reduced and the resultant surplus had no way

    other than the domestic market, which was studded with regional brands and the

    premium segment was dominated by Rs 2000 million Taj Mahal brand, from the

    stable of Hindustan Lever. Such being the milieu, Tata Tea formed a joint venture

    with Tetley Group and Tetley division was transferred to the venture in 1994.

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    The year 2000 witnessed the largest ever-overseas acquisition by an Indian

    company, as Tata Tea acquired the Tetley group for 271million pounds. This is a

    watershed event for both the companies as this deal reflects the coming together of

    a company with very strong on tea production side and the other one very strong

    on the marketing side.

    The next logical step was the merger of the two entities and last year Tata Tea Ltd

    merged the wholly owned subsidiary Tata Tetley Limited with itself. This was part

    of the strategy of strengthening the Tata Tea portfolio.

    The Tetley Group has been a cash cow for Tata Tea and this is palpable in the

    recent acquisition ofJemca by Tata Tea, which is being funded by none other than

    buddy Tetley group.

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    RECOMMENDATION

    Corporate M&A takes place to enhance synergy by maximizing shareholders

    wealth. However, often it results in a dent financial goal. After going through the

    case study and recent acquisitions like Tata Tea, the recommendations are stated

    below. But the case was developed based on information derived from KPMG so

    financial evaluation was possible only for that case. For evaluating other

    strategies of M&A, it was resorted to recent M&A.

    Evaluating financial data

    The economic gains from the merger of M.F.L would come from the higher sales

    growth and improved profitability due to the reduction in the cost of good sold.

    From M.F.Ls point of view, it should merge with M.R.L rather making it a

    subsidiary because cost reduction and united command is not there in a subsidiary

    and holding relation. Moreover, merging will enable an increase in P.A.T by Rs1,

    97,000 for the year ended 31st December 2006 from Rs 57,000 of 31st December

    2005 and E.P.S of Rs.0.24 after merger. The risk can be diversified too.

    From M.R.Ls point of view, the merger will help them to get processed material

    at cheaper cost of production. The E.P.S of the company will increase by 33.5%.

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    The market value of MRL will increase and the supplies of raw material or

    intermediary product will be safe guarded.

    Evaluating the other strategies

    For future growth, business organizations have always resorted to M&A. This is

    specially applicable in case of textile and FMCG industry. But what becomes

    important is to see whether the acquisition fits both the companies. To evaluate

    such fit one has to do the SWOT analysis not only from financial point, but also

    from other keystones like cultural, brand perception, domain of growth etc.

    Acquisitions have to be strategically fitting, in terms of both brand and culture. If

    there are cultural mismatch between two organizations, then no acquisitions can

    success and its bound to have a failure. Exactly what happened when HLL

    acquired Modern Foods. And at the same time Coca Cola, being a MNC from the

    country of Uncle Sam took atleast five years to match with Indian business

    culture and then they acquired Thums Up.

    Another core issue that has to be addressed is to find out an adequate strategy for

    paying the acquired firm. So that by paying less the acquired firm doesnt suffer

    and at the same the by paying more the acquirer doesnt have to bear the burden of

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    over debt which might result in leverage problem in the future. This is palpable in

    case of Aviva acquiring AmerUS. According to the concept of European

    Embedded Value or EEV, Aviva is paying 1.9 times EEV for AmerUS, which is

    much more as compared to 1.6 EEV paid by Frances AXA when it acquired

    Winterthur. By doing so Aviva is taking a risk as its financial condition, which

    only consists of $2.52 billion cash as per its balance sheet on 31st December, 2005,

    is not strong enough.

    Then what becomes important is to take a proper capital budgeting decision. This

    has to be done by very carefully estimating the projected free cash flows. Then

    multiplying or extrapolating their terminal value. For doing so one has to have a

    through knowledge to forecast the market the merged entity is entering into. After

    the terminal value of free cash flows are known, then Cost of Capital in terms of

    financing the merger deal has to be find out. As mentioned earlier and one of the

    objective of this study is to determine the optimum strategy for paying the

    acquired firm. Once the cost of capital is determined then it has to be converted

    into present value by multiplying it with the discounted factor. As evinced from

    the case study its always advice able that the discounting factor should be the

    Weighted Average Cost of Capital of the acquired firm.

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    In Indian Inc M&A deal activity has grown to unprecedented level and will grow

    even further in future in Indian corporate world. Companies will merge with each

    other in this trend but generally only half of these mergers have succeeded in

    adding value. To add value the aforementioned recommendations should duly be

    followed. That is the strategies should be evaluated in such a way that it benefits

    both the firm. The brand fitness, cultural fitness as well as the mode of payment

    should be cross checked several times. At the same time what becomes important

    is to evaluate the M&A deal from Capital Budgeting point of view. The amount to

    be paid to the target company for the M & A must be evaluated by using well

    expected valuation methods.

    Once the M&A deal is approved, a team has to be formed with representative

    comprising from both the corporation which will be headed by the chief

    information officer (CIO) to evaluate, execute and implement the entire process

    The synergies from the M& A need to be carefully estimated in different

    scenarios-best, normal and worst case.

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    Conclusions

    With more than half of the M&A deal failing to deliver their expected results and

    as per Business Standards article on 14th August, 06 only 2 out of every 10 M&As

    can be coined as successful. So a comparison of evaluation strategies in M&A is

    central to merger and acquisition decision making. This will enable whether the

    two companies fit together in a practical or financial sense and not on whether

    they could truly combine to make a whole that was greater than the sum of its

    parts.

    But before doing such competition, as learnt from KPMG what becomes important

    is to identify the sources of the firms current and future competitive strengths. In

    other words to determine, how sustainable and unique are the identified strengths?

    This will enable to stop the focus on differences in the companies, which

    employees immediately start doing once the deal is implemented. Based on these

    identified sustainable strengths of both the organizations, the synergy has to be

    estimated and by doing so corporations cab avoid the great expectation of the

    overstated synergy.

    Then the valuation of the target company is to be done and then other strategies

    are to be evaluated. And as assumed while developing the case study the

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    organization are operating below the optimum level, holds in case of real corporate

    world. Due to financial or any other constraint, no business organization

    irrespective of its size operates to an optimum level. While evaluating the

    strategies this has to be considered. Because of this drawback of not performing in

    optimum level organizations comes together to overcome each others bottlenecks.

    This is synergy takes birth and such synergy takes a time to be achieved. This time

    limit depends on the parameters of the nature of business, its size and several other

    factors.

    Once the valuation of the target firm is done, then what becomes important is to

    find out the modem of payment. This can be done in two ways, one is by cash

    offer and the second one is by exchanging shares or allotting shares to the

    shareholders of the acquired company. When it comes allotment of shares, it has

    to be remembered that one has to keep in mind the impact on EPS, after all the

    ultimate objective of a manager is to maximize shareholders wealth. Then the

    taxation issue also becomes important, which according to Mr. Anand Vermani is

    one of the major reasons for failure of M&A deals to add value.

    In the over all Indian Inc scenario - the textile, FMCG, IT & BPO sector in India

    have witnessed maximum business restructuring for the year 2006.

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    Implications

    Most of the M&A deals in Indian Inc has failed to add value because of not

    conducting a proper comparative evaluation of the various strategies involved both

    in pre-merger scenario and in post merger scenario. Where Indian companies

    misses out big time is in checking too quickly and ignoring the SWOT analysis of

    M&A DEAL. Not only that, most of the managers focusing too narrowly on the

    impact of mergers in the day-to-day operation of the business. With definite

    conviction, this tantamount to a recipe for disaster.

    But successful acquirers take a different approach. Like Dabur when it acquired

    Balsara, they tested all the disciplined prioritization and fundamental strategies

    and principles. Despite being a Finance thesis, strategies that are to be evaluated

    cannot ignore another crucial issue- culture. Even in global corporate milieu too

    many merger-bound CEOs do not pay heed to this key factor, which is so much

    potential that it can make or break an M&A deal. Like HLLs acquisition of

    Modern Food, did not match with the culture of both the organization and now

    HLL has plans to sale Modern food. Cultural due diligence can is a systematic

    device for making fanatic cost-effective assessments of the cultures of both

    acquirer firm and the target firm.

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    Combining two business organization, is a humungous legal and operational

    challenge and this is where evaluating all the strategies in M&A becomes

    important. The best practice of this exercise can reduce the risk involve in M&A

    largely. Now the million-dollar question arises, how to commence the exercise of

    comparative evaluation strategies of M&A? It will onset from taking a complete

    look at all the relevant sources of value and risk by determining the value of the

    target firm. This increases the chances of a successful acquisition.

    Conventionally, M&A integrations have been undertaken, as a measure to save

    costs and to eliminate redundancy. On this keystone, todays acquirers start over

    estimating the synergies. So it is very important to evaluate synergy and then need

    to realize (as shown in the case study), it takes some time to achieve the desired

    synergy. So companies should not hurry up to achieve the equationof One plus

    One makes three. And the key principle behind buying a company should be to

    create shareholder value and not merely focusing on operational synergy. The

    market value of the two companies together should be more valuable than two

    separate companies. The case study that has been discussed earlier evinces how

    the marketing value of the combined firm has to be determined.

    Behemoths will keep on buying smaller companies to create a more competitive

    company. And this is palpable in the FMCG world which has witnessed the

    maximum M&A deals of Indian Inc. Not only in FMCG in other domain also

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    companies will come together hoping to gain a greater market share or to achieve

    greater efficiency. And this might result in monopoly which can affect the overall

    economy.

    Often a booming stock market encourages mergers, which can create trouble for

    the countrys economy. Deals done with highly rated stock is easy and cheap, but

    there is no proper strategic thinking behind it.

    In overall after developing the entire thesis, the implications are the M&A deal

    must deliver the long-term growth and sustained profitability. And emphasis

    should be on how the two companies fit together in a practical or financial sense,

    rather than on whether they could truly combine to make a whole that was greater

    than the sum of its parts.

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    Bibliography

    Article by Professor A.Sandeep.

    Articles by Dr.Malayendu Shah, HOD Finance, Calcutta

    University

    Articles by Prof. Aswath Damodaran (Guru of Valuation).

    Business Standard (Making marriages work, 14

    th

    August, 2006)

    Business and Economy ( 16th June, 28th July, 2006)

    4Ps- Business and Marketing (4th August-17th August, 2006)

    ICFAI finance Reader Feb 2005.

    Financial Management by Prof. I.M Pandey.

    Merchant Banking by Prof. M.Y Khan.

    Public Releases by MTNL.

    URLs:

    www.stern.nyu.edu

    M & As in Banking Industry: A tool for Competitiveness

    by S.P.R. Vittal

    www.indiainfoline.com

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    http://www.stern.nyu.edu/http://www.indiainfoline.com/http://www.stern.nyu.edu/http://www.indiainfoline.com/
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    Appendices

    Synopsis

    Beat us or join us is the recent slogan of todays corporate world which is

    fiercely competitive. This competition paradoxically, gives rise to threats, cross

    fire and trade rivalry, which paves the way for sickness and closure of corporate

    enterprise. So many corporate organizations are resorting to business restructuring

    in the form of mergers and acquisition.

    However, companies before going for mergers or takeover do exercise an

    evaluative strategy for the project. These evaluative strategies have to be very

    friendly and not hostile because unless it is a win-win situation for both partners

    no mergers or acquisition can take place.

    Mergers and takeovers are motivated and negotiated based on these evaluation

    strategies so one cannot ignore the importance of evaluation strategies in Mergers

    and Acquisition. Unless it is a hostile takeover, the acquirer company should

    follow a proper evaluation strategy for valuing the target company.

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    The Government also has a policy to safeguard the interest of shareholders and

    investors before going for a merger. So the evaluation method used in Mergers and

    Acquisitions it has to keep in mind that it should be a win-win situation for both

    the parties on one hand and at the other hand it should be not against the interest of

    shareholders and investors.

    This thesis is an attempt to find out the evaluative strategies used by companies in

    mergers and acquisition and comparing them based on their ability to fulfill the

    parameters mentioned above.

    IIPM faculty member Professor Ramakrishna would guide and assist me in the

    thesis. The research methodology would commence from collecting data, both

    from primary and secondary sources followed by an in-depth analysis of collected

    data.

    Sharma

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    Thesis Response Sheet- 1

    Name- Nitin Sharma

    ID Number- D04002940

    Title of the Study -Comparative Evaluation Strategies in Mergers and

    Acquisitions

    Date when the Guide was consulted 29. 06.06

    The outcome of the discussion

    The format, data collection method, sources for collecting primary data

    was determined. We also had a discussion of the problems that may occur

    while evaluating the strategies in M&A

    The Progress of the Thesis

    How to overcome the aforementioned problem was determined and

    overall the objective of my research was palpably established.

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    Thesis Response Sheet- 2

    Name- Nitin Sharma

    ID Number- D04002940

    Title of the Study -Comparative Evaluation Strategies in Mergers and

    Acquisitions

    Date when the Guide was consulted 02.08.06

    The outcome of the discussion

    The main problem and core areas to be focused like valuation of the firm

    and synergy was determined.

    Thesis Response Sheet- 3

    Name- Nitin Sharma

    ID Number- D04002940

    Title of the Study -Comparative Evaluation Strategies in Mergers and

    Acquisitions

    Date when the Guide was consulted 27.11.06

    The outcome of the discussion

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    Some changes are made in the case study and the recommendation part was

    discussed.

    The Progress of the Thesis

    The problem part was completed.

    Thesis Response Sheet- 4

    Name- Nitin Sharma

    ID Number- D04002940

    Title of the Study -Comparative Evaluation Strategies in Mergers and

    Acquisitions

    Date when the Guide was consulted 25.12.06

    The outcome of the discussion

    The recommendation part was changed entirely and my guide did some

    value addition to it.

    The Progress of the Thesis

    The recommendation part was completed.

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    Thesis Response Sheet- 5

    Name- Nitin Sharma

    ID Number- D04002940

    Title of the Study -Comparative Evaluation Strategies in Mergers and

    Acquisitions

    Date when the Guide was consulted 27.01.07

    The Progress of the Thesis

    End of the thesis

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    Questionnaires

    1) What should be the core issue before finalizing a merger deal?

    2) How does one evaluate the long run benefits provided by the merger deal?

    3) In Indian Inc what are the main areas which have witness maximum

    M&A activity and is expected to witness more in the coming future?

    4) What should a manager focus first before finalizing an M&A deal?

    5) What factors motivates companies to go for M&A?

    6) How are the strategies for M&A to be evaluated?