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Merger & Acquisition (Hindalco & novelis) Gagan Pareek Dharmesh Mehta Darshana Chande

Merger & acquisition, Hindalco Novelis

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Page 1: Merger & acquisition, Hindalco Novelis

Merger & Acquisition (Hindalco & novelis)

Gagan PareekDharmesh MehtaDarshana Chande

Page 2: Merger & acquisition, Hindalco Novelis

Outline of the case. Facts of the case Analysis of the case

Strategic Perspective Cultural Perspective Financials Perspective

Conclusion

Page 3: Merger & acquisition, Hindalco Novelis

INTRODUCTION

Page 4: Merger & acquisition, Hindalco Novelis

Features of Indian Aluminium Industry

Highly concentrated industry with only five primary plants in the country.

Bayer-Hall- Heroult technology used by all producers.

Energy cost is 40% of manufacturing cost for metal and 30% for rolled products.

High cost of technology is the main barrier in achieving high energy efficiency.

Energy conservation and reduced consumption is main motive.

Increased competition from imports of aluminium.

Page 5: Merger & acquisition, Hindalco Novelis

Hindalco Industries Ltd. Structured into two strategic businesses Aluminium and

Copper.

It enjoyed domestic market share of 42% In primary aluminium, 63 % in rolled products, 20 % In extrusion , 44 % in Foils & 31% in wheels.

• Annual revenue of US $14 billion. market capitalization in excess of US $ 23 billion.

• The aluminum division's product range includes alumina chemicals, primary aluminium ingots, and billets, wire rods, rolled products, extrusions, foils and alloy.

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46 Operations in 13 countries

Page 7: Merger & acquisition, Hindalco Novelis

STRATEGIC FIT

Page 8: Merger & acquisition, Hindalco Novelis

Hindalco Strategy

Page 9: Merger & acquisition, Hindalco Novelis

Hindalco: Aluminium Strategy – Integrated play

Page 10: Merger & acquisition, Hindalco Novelis

Novelis It was born in early 2005 as a result of a forced’

spin-off from its parent, the $ 23.6-billion aluminium giant and Canada-based Alcan.

The US and European anti-trust proceedings ruled that the rolled products business of either Alcan or Pechiney had to be divested from the merged entity.

The company is No. 1 rolled products producer in Europe, South America and Asia, and the No. 2 producer in North America.

This involved extensive operations in over 35 plants in 11 countries and four continents.

Page 11: Merger & acquisition, Hindalco Novelis

Contd….• Novelis is the world leader in aluminium rolling,

producing an estimated 19 percent of the world's flat-rolled aluminium products.

• The company recycles more than 35 billion used beverage cans annually.

• Industry-leading assets and technology.

• Alcan cast out its rolled products business to form Novelis.

Page 12: Merger & acquisition, Hindalco Novelis

Troubled Novelis

It had a simple business model. It buys primary aluminium, processes it into rolled products like stock for soft drink cans, automotive parts, etc., and sells it to customers such as Coke and Ford.

In a bid to win more business from soft drink manufacturers, it promised four customers not to increase product prices even if raw material aluminium prices went up beyond a point.

But the management’s wrong judgement led to losses of $350 million (in 2006).

Inefficiency of the management and finance team.

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Strategic PerspectiveThe rationale: The merger of Novelis into Hindalco will establish a global

integrated aluminium producer with low-cost alumina and aluminium production facilities combined with high -end aluminium rolled product capabilities.

After merger Hindalco will emerge as the biggest rolled aluminium products maker and fifth -largest integrated aluminium manufacturer in the world.

Immediate global reach and scale along with technological expertise.

access to customers such as General Motors Corp. and Coca-Cola Co

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Downstream business derives its margin through conversion mark-up, should act as a natural hedge for LME-driven, volatile, upstream commodity business.

Industry leading technology, assets and expertise can be leveraged to grow high-value-added, flat rolled products in fast-growing markets such as India and China

Page 15: Merger & acquisition, Hindalco Novelis

FINACIAL FIT

Page 16: Merger & acquisition, Hindalco Novelis

Indian Deal makers Team Members

Kumar Mangalam Birla Debu Bhattacharya, Managing Director, Hindalco Sumant Sinha, Group CFO

Rounds of negotiation went for 18 months before the deal was finalized

Acquisition needs the approval of at least two thirds of Novelis' shareholders

A day after the deal was announced, the Hindalco share plunged 13.74 per cent,

Page 17: Merger & acquisition, Hindalco Novelis

Novelis Financials: Pre acquisition After spinoff (Alcan and Pechiney) Novelis inherited a debt

mountain of almost $2.9 billion on a capital base of less than $500 million.

On a net worth of $322 million, Novelis has a debt of $2.33 billion (most of it high cost).

Debt/Equity =7.23:1

Novelis made a loss of $170 million for the first nine months of 2006 and it could take a while to turn the company around

• Novelis for the first nine months of 2006, had a loss of $170 million (Rs 765 crore) on revenues of $7.4 billion (Rs 33,300 crore).

Page 18: Merger & acquisition, Hindalco Novelis

Hindalco Health: Pre AcquisitionHealth prior to Acquisition

Hindalco had over $800 million (Rs 3,520 crore) in cash and equivalents

Debt to Equity Ratio almost Zero

Page 19: Merger & acquisition, Hindalco Novelis

Deal structureDivided into 2 parts-

1)100% of Novelis equity @44.93$ per share which add up to $3.6b

2)$2.4b debt on Novelis balance sheet

- No Option of Leverage buyout unlike TATA Corus

Page 20: Merger & acquisition, Hindalco Novelis

FUNDING A MEGA-DEAL: 2007 $2.4 billion will be raised on the balance sheet of

Novelis AV Minerals (Netherlands) a indirect subsidiary of

Hindalco raised bridge loans of $2.13 billion [CR @ 7.2%] & 900 million

Hindalco raised a debt of $2.8 billion. $450 million from its cash reserves Essel Mining, another A V Birla group company, chipped

in with $300 million from its reserves. Tied up with ABN Amro Bank, Bank of America and UBS

for the Asian leg of the transaction, The non-recourse debt raised on Novelis' books funded

through ABN Amro and UBS

Page 21: Merger & acquisition, Hindalco Novelis

Deal Financing :2008

Hindalco issued equity shares of Re. 1 each on rights basis @ Rs. 96 per share

Ratio of 3:7 in September, Aggregating to 525,802,403 shares. Total Amount receivable of Rs. 5,047.70 Cr Company has received Rs. 4,545 Cr Rs. 124.90 Cr spent on related expenses of the

rights issue Balance amount utilized to repay the bridge

loan taken for acquisition of Novelis.

Page 22: Merger & acquisition, Hindalco Novelis

Banks involved 2007 :Hindalco-Novelis deal, UBS (along with ABN AMRO &

Bank of America) threw the Birla company a $2.8 billion debt lifeline.

2008: waiver due to default in Debt/EBITA ratio for novelis

2008: $1-billion loan was taken on Hindalco’s books, and the banks that participated in the exercise included ABN Amro, Barclays Capital, Bank of Tokyo-Mitsubishi UFJ, Calyon, Citigroup, Deutsche Bank, HSBC, Mizuho Financial and Sumitomo Mitsui Financial.

2009:Hindalco took a syndicated loan of $982 million (Rs 4,910 crore at current rate) from 11 foreign banks to repay the bridge loan taken two years ago for the Novelis acquisition.

Page 23: Merger & acquisition, Hindalco Novelis

Valuation @ Premium “If we earn $10 for every $100 of aluminum we sell, we will now be able to earn

another $10 for every $100 worth of aluminum that Novelis processes into rolled products.”

--Debu Bhattacharya. MD

"Acquisitions are not geography dependent. They depend on value-creation and will have to be in sync with existing businesses”

Kumar Mangalam Birla, 2007

“The valuation depends on the intrinsic capability of an asset. He points out that it would have taken Hindalco at least 10 years to create that kind of capacity on the downstream front. The acquisition is a good strategic fit and the way we see it, there is a lot of upside potential in aluminum as a commodity. He speaks of areas like transportation, architecture, packaging and pharmaceuticals which will be big markets in the future for aluminum.”

Sunirmal Talukdar, CFO, Hindalco

Why pay 44.36$ a share for a 30$ share Analysts

Page 24: Merger & acquisition, Hindalco Novelis

CULTURAL FIT

Page 25: Merger & acquisition, Hindalco Novelis

Objective Hindalco was an upstream player before it acquired Novelis, so its profits

varied every year. It decided to add downstream operations for a few good reasons:

First, the company wanted to steady the profit stream. Second, it realized that it had to be globally competitive at home since

India was not a protected market anymore .And third, to move away from the commodity business ,Hindalco had to

manufacture value added products. Making aluminium at competitive prices requires economies of scale,

process skills, and cheap raw materials .Selling value added aluminium products demands attention to quality, service and brands; product development skills ;and a knack for forging customer relationships- capabilities that Hindalco did not possess. To learn them it decided to acquire the downstream companies:Indal in India and Novelis overseas.The objective was to gain new competencies –not to get big fast or reduce costs.

Page 26: Merger & acquisition, Hindalco Novelis

Integration Process Hindalco’s management allowed the

post merger process to take place naturally and rarely intervenes

Four step Process:1. Financial 2. Organizational3. Business Process4. Markets.

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Financial Integration Same Financial Language. Standardization : Prior to June 2007 ,

Hindalco’s financial year ended on March, 31st, whereas Novelis’ period ended on December, 31st

Guidelines of SEBI & SEC were met. Plan to optimize tax bills of both

countries. Sharing best practices.

Page 28: Merger & acquisition, Hindalco Novelis

Organisational Integration: Existing management structure ,system ,people

(Job Roles ) left undisturbed. In the first six months after the take over

Hindalco deputed just two of its own executives to Novelis: it sent an expert from its copper division to institutionalize a risk-management process and installed a senior executive in Novelis ’logistics department to help improve its global supply chain

No Layoffs ,however hiring activities were kept on hold for sometime.

Page 29: Merger & acquisition, Hindalco Novelis

Business Process Integration Plain and simple techniques to manage

business. It set up a company to manage IT

functions of Novelis due to availability of inexpensive engineers.

Hindalco has set Novelis a target of seven to 12 stock turns per year by 2010,which could free around $300 million in working capital

Page 30: Merger & acquisition, Hindalco Novelis

Market Integration

India’s demand for aluminium products is projected to double from 1 million tones in 2007 to almost 1.9 million tones in 2012, and half of that increase will be for the kind of flat-rolled products Novelis produces. Thus, India could absorb a third of the North American company’s output in three years’ time

Page 31: Merger & acquisition, Hindalco Novelis

SEBI Norms

Page 32: Merger & acquisition, Hindalco Novelis

Procedure for Amalgamation / Merger /Take over. Check MoA (change accordingly).  Draft Scheme of Arrangement   Consider it in Board Meeting.  Apply to Court direction to call General Meeting.  Send copy of application made to High Court to Central

Gov & send notices of General Meeting to with scheme Notice Period shall not be less than 21 days   At General Meeting approve scheme, increase

authorized share capital , issue further shares, as required .

Page 33: Merger & acquisition, Hindalco Novelis

SEBI Guidelines (Takeover code) The Takeover Code stipulates requirement, depending upon

the nature and quantum of the acquisition, making an offer to purchase shares from the public shareholders, including

- The minimum number of shares for which the offer is to be made

- The minimum price at which the shares must be Acquired In the event the public shareholding in the Indian Company

falls below the specified 10%, then The acquirer has to make an offer to buy out the

outstanding shares remaining with the shareholders, resulting in de-listing of the Company, or for delisting the company process prescribed under delisting guidelines needs to be followed .

The acquirer has to divest, through an offer for sale or by a fresh issue of capital to the public, to keep the public holding at the prescribed levels and prevent a delisting

Page 34: Merger & acquisition, Hindalco Novelis

Benefits:

Post acquisitions, the company will get a strong global footprint.

After full integration, the joint entity will become insulated from the fluctuation of LME Aluminium prices

The deal will give Hindalco a strong presence in recycling of aluminium business.

Novelis has a very strong technology for value added products and its latest technology ‘Novelis Fusion’ is very unique one

Novelis being market leader in the rolling business has invested heavily in developing various production technologies. One of such technology is a fusion technology that increase formability of aluminium.(Useful in designing products like car)

Page 35: Merger & acquisition, Hindalco Novelis

THANK YOU