Corporate Finance

MERGER and ACQUISITIONCase Study :

PHILIP MORRIS – SAMPOERNAJakarta, June 2013

Presented by Group 6

COMPANY PROFILE - SAMPOERNA

PT Hanjaya Mandala Sampoerna (IDX: HMSP)

• PT HM Sampoerna Tbk. formally established in 1963

• Sampoerna is the second-largest cigarette maker in Indonesia with 19.91%

of market share (year 2004)

• Popular product : A Mild, Dji Sam Soe

• During Q1 2004, Sampoerna booked Rp 568 billion of net income

• Implementation of sophisticated technology (fo daily operational activities,

testing product quality, blending machine)

• Brand Positioning: low nicotin and TAR

• Creativity on media advertising

COMPANY PROFILE – SAMPOERNASampoerna Performance 2001-2004

RASIO LIKUIDITAS

Rasio Lancar 2.28

Rasio Hutang Terhadap Ekuitas 0.71

Rasio Jumlah Kewajiban Terhadap Jumlah Aset

RASIO OPERASI

Laba Kotor Dibagi Penjualan Bersih 32.90%

Laba Kotor Dibagi Penjualan (Rokok Domestik) 33.50%

Laba Operasi Dibagi Penjualan Bersih 18.00%

Laba Operasi Dibagi Penjualan (Rokok Domestik) 20.70%

Laba Bersih Dibagi Penjualan Bersih 11.30%

Laba Bersih Dibagi Penjualan (Rokok Domestik) 13.20%

COMPANY PROFILE – PHILIP MORRIS

Philip Morris International Inc

• Collect US$ 40 billion of earnings (40 times of Sampoerna’s)

• Owned 14.5% of World Cigarette Market Share

• Popular Products : Marlboro, L&M, Virginia Slim

THE ISSUE: ACQUISITIONFactors that lead acquisitionGlobal Factors:

• Philip Morris are expanding in countries such as China and Indonesia as rising taxes

and health concerns cut the number of smokers in the U.S. and Western Europe

• Less negative perception of cigarette in Indonesia than US/Europe

• Tobacco companies in US face increased litigation and a shrinking market

• More than 69 percent of Indonesian men older than 20 smoke regularly

Sampoerna Competitive Advantages:

• Cigarette brand as sponsor for many events

• IT system in Sampoerna (accounting, manufacturing, supply chain management,

others data management)

• Had their biggest one-day gain in more than six years

PROBLEMS IDENTIFICATION

1. What are the business goals to be achieved by Philip Morris, take the strategic step to acquire Sampoerna?

2. Why do Philip Morris pick Sampoerna to be acquired, not the other cigarette companies?

3. In terms of Sampoerna, what are the underlying Sampoerna to take a policy decision to merge with Philip Morris?

4. What are the impacts of this acquisition on the performance of Sampoerna own?

THE THEORY

There are three basic legal procedures that one firm can use to acquire another firm:

1) Merger or Consolidation o Acquiring firm retains name and acquired firm ceases to existo Advantage : legally simpleo Disadvantage : must be approved by stockholders of both firms

2) Acquisition of Stocko Entirely new firm is created from combination of existing firms

3) Acquisition of Assetso One firm can acquire another by buying all of its assetso Advantage : reduce problem caused by minority shareholderso Disadvantage : transferring could be costly

consolidation

THE THEORY

Why firms do acquisition?a. A combined firm may generate greater revenues than two separate firms.

Increased revenues can come from marketing gains, strategic benefits, and market power

b. Due to improved marketing, mergers and acquisitions can increase operating revenues

c. Some acquisitions promise a strategic benefitd. One firm may acquire another to reduce competitione. To reach the economic of scalef. Economies of Vertical Integrationg. Technology Transfer by a firm to anotherh. Some firms acquire others to improve usage of existing resourcesi. Elimination of Inefficient Managementj. Tax reduction may be a powerful incentive for some acquisitionsk. A merger leads to risk reduction, generating greater debt capacity and a

larger tax shieldl. Surplus Fund

THE THEORY

What are the side effects?

Earnings Growth

If there are no synergies or other benefits to the merger, then the growth in EPS

is just an artifact of a larger firm and is not true growth (i.e., an accounting

illusion).

Diversification

Shareholders who wish to diversify can accomplish this at much lower cost with

one phone call to their broker than can management with a takeover.

ANALYSIS

Acquisition Type Philip Morris – Sampoerna is ACQUISITION OF STOCK type, which

has the following characteristics:

a. Meeting with candidate investors and all shareholders is not held and there is no

voting mechanism to express the consent or not to takeover candidate investors.

b. Candidate investors can make an offer directly to shareholders. Directors and

Management data is not involved in the acquisition process.

c. If the board of directors and management companies in acquired side rejected,

then the cost of acquisition by prospective investors is higher than the merger

process.

d. Typically, the minority shareholders are not involved in the bidding process by

potential investors so that not all shares of the company can be held

e. The takover will end up with merger process

ANALYSIS

Type classification of the takeover process Philip Morris

International Inc. on HM Sampoerna Tbk. is following the

acquisition horizontal type, where the two sides, PMI and HMS is

engaged in the same industry.

Acquisition of Philip Morris International Inc. over 97% shares of PT

HM Sampoerna Tbk have a positive impact. The existence of

business support experts, and financial management of the parent

company Altria Group's Philip Morris Indonesia.

THE ACQUISITIONThe Acquisition Process

Jan, 2005Appoint Panamas as exclusif distributor Marlboro and L&M in Indonesia

March 12, 2005Acquisition of 42,09% Sampoerna Share, worthRp 18 trillion with price Rp 10.600 per share(18% at premium price) consist of :a. Shares owned by:

Dubuis Holding Limited (32.41%)PT Lancar Sampoerna Bestari (7.73%)Boedi Sampoerna (1.95%)

b. Shares owned by family (5%)c. Shares owned by public (52.91%)

May 18, 2005Philip Morris increase its holdings to 97% stake in Sampoerna at US$ 4.9 billion or Rp 45,066 trillion to buy 4.251.510.000 shares at price Rp 10,600 per share

August 28, 2009Philip Morris Indonesia increased its stake in PT Hanjaya Mandala Sampoerna Tbk (HMSP), purchased 6.1 million shares at a price of Rp 8,575 per share. Ownership increases to 98.18%

Keterangan Setelah Sebelum

2010 2009 2008 2007 2006 2005 2004 2003 2002 2001

MARKET VALUE RATIOS

Price per Share8,575 10,600

Earning per Share 1,465 1,161 889 827 805 544 454 321 374 208

Price-earning ratio (price per share/earning per share) 7.39 19.49

Impacts of Acquisition for PT HM Sampoerna

THE ANALYSIS

Keterangan Setelah SebelumRASIO SOLVABILITASTotal Kewajiban Jangka Panjang

531 503 442 1,401 1,260 1,996 2,651 2,488 2,338 2,407

Total Equity10,215 10,466 8,050 8,067 5,787 4,822 5,176 6,000 5,395 4,391

Rasio Hutang Terhadap Ekuitas (Debt Equiity Ratio)

0.01 0.09 0.27 0.28 0.28 0.68 0.71 0.4 0.43 0.78

Rasio Jumlah Kewajiban Terhadap Jumlah Aset (Total Debt Ratio: HJP/TA)

0.5 0.41 0.5 0.49 0.54 0.60.35 0.18 0.23 0.29

Equity Multiplier (Total Asset/Total Equity)

2.01 1.69 2.00 1.94 2.19 2.48 2.26 1.70 1.82 2.16

PERTUMBUHAN PENJUALAN DAN RASIO UTILISASI (TURNOVER)

Penjualan Bersih 43,382 38,97234,68

029,78

8 29,545 24,66017,64

714,67

515,12

9 14,067

Pertumbuhan Penjualan

0.11 0.12 0.16 0.01

0.20 0.40 0.20 (0.03) 0.08

Total Asset Turnover (sales/total asset) 2.11 2.20 2.15 1.90 2.33 2.07 1.51 1.44 1.54 1.49

Impacts of Acquisition for PT HM Sampoerna

Keterangan Setelah SebelumRASIO PROFITABILITAS

Profit Margin (Net Income/Sales) 0.15 0.13 0.11 0.12 0.12 0.10 0.11 0.10 0.11 0.07

ROA (Net Income/Total Asset) 0.63 0.29 0.25 0.26 0.29 0.20 0.18 0.26 0.36 0.24

ROE (Net Income/Total Equity) 0.31 0.49 0.48 0.53 0.69 0.51 0.38 0.14 0.17 0.11

MARKET VALUE RATIOS

Price per Share8,575 10,600

Earning per Share 1,465 1,161 889 827 805 544 454 321 374 208

Price-earning ratio (price per share/earning per share)

7.39 19.49

Impacts of Acquisition for PT HM Sampoerna

Impacts of Acquisition for Philip Morris

2012 2011 2010 2009 2008 2007

Asia

Net revenues ($ Millions) 11,198.00 10,705.00 7,324.00 6,528.00 12,222.00 11,097.00

Operating companies income ($ Millions) 5,197.00 4,836.00 2,707.00 2,436.00 2,057.00 1,803.00

Cigarette Shipment Volume Asia (Billion Units) 326.60 313.30 282.30 226.00 224.00 212.00

Common dividends declared to public shareholders as a % of Diluted EPS

62.70% 58.10% 62.20% 69.10% 46.40% —

Basic earnings per share 5.17 4.85 3.93 3.25 3.33 2.86

EPS Growth 6.60% 23.41% 20.92% -2.40% 16.43%

Summary of Operations: (in

millions of dollars, except per

share data)

2008 2007 2006 2005 2004

Net revenues $63,640 $55,243 $48,302 $45,316 $39,637

Cost of sales 9,328 8,711 8,146 7,654 6,716

Excise taxes on products 37,935 32,433 27,533 25,299 22,032

Gross profit 16,377 14,099 12,623 12,363 10,889

Operating income 10,248 8,894 8,350 7,730 6,509

Interest expense, net 311 10 142 94 4

Earnings before income taxes

and minority interest

9,937 8,884 8,208 7,636 6,505

Pre-tax profit margin 15.60% 16.10% 17.00% 16.90% 16.40%

Provision for income taxes 2,787 2,570 1,825 1,833 1,762

Earnings before minority

interest

7,150 6,314 6,383 5,803 4,743

Minority interest in earnings,

net of income taxes

260 276 253 187 146

Summary of Operations: (in

millions of dollars, except per

share data)

2008 2007 2006 2005 2004

Net earnings 6,890 6,038 6,130 5,616 4,597

Basic earnings per share 3.33 2.86 2.91 2.66 2.18

Diluted earnings per share 3.32 2.86 2.91 2.66 2.18

Dividends declared per share to

public shareholders

1.54 — — — —

Weighted average shares

(millions)—Basic

2,068 2,109 2,109 2,109 2,109

Weighted average shares

(millions)—Diluted

2,078 2,109 2,109 2,109 2,109

Capital expenditures 1,099 1,072 886 736 711

Total assets 32,972 31,777 26,143 23,233 21,381

Total long-term debt 11,377 5,578 2,222 4,141 —

Total debt 11,961 6,069 2,773 4,921 807

Stockholders’ equity 7,500 15,595 14,449 10,505 13,231

Summary of Operations: (in

millions of dollars, except per

share data)

2008 2007 2006 2005 2004

Common dividends declared to

public shareholders as a % of

Diluted EPS

46.40% — — — —

Book value per common share

outstanding

3.74 7.39 6.85 4.98 6.27

Market price per common

share—high/low

56.26-33.30 — — — —

Closing price of common share

at year end

43.51 — — — —

Price/earnings ratio at year

end—Diluted

13 — — — —

Number of common shares

outstanding at year end

(millions)

2,007 2,109 2,109 2,109 2,109

Number of employees 75,600 75,500 74,200 94,700 45,500

Cigarette Shipment Volume Asia

(Billion Units) 224.00 212.00

THE ANALYSIS

Answering Problem Identifications: What are the business goals to be achieved by Philip Morris, take the strategic step to acquire Sampoerna?

Answer :

a. PMI has a strategic alliance with HMS

b. PMI to Expand Business “kretek” cigarette in Indonesia

c. Acquisition is a tool for companies to increase global

reach and competitiveness

THE ANALYSIS

Answering Problem Identifications: Why do Philip Morris pick Sampoerna to be acquired, not the other cigarette companies?

Answer :

a. Difficulty in orbiting new brand because increasing of market

segment

b. Acquisition assessed as a cheaper and effective way

c. HMS has had brand equity, financially healthy in the sense of not

being in debt, has a good corporate culture, employees are

competent, well-integrated information systems, and so forth

THE ANALYSIS

Answering Problem Identifications: In terms of Sampoerna, what are the underlying Sampoerna to take a policy decision to merge with Philip Morris?

Answer :

a. Putera sell HMS because the tobacco industry is predicted to begin

setting. In the last three years revenue growth of tobacco

companies in Jakarta Stock Exchange (JSE) under the 10% level

b. PMI offered shares at premium price. Logically it is so hard to resist

THE ANALYSIS

Growth of Share Price, ROE, Asset, Sales

CONCLUSION

a. Local culture + international management team synergy

b. Acquisition is strategic business decision and appropriate for PMI +

HMSP deal at that time

c. Growth of sales, value of company, high ROE was achieved after

acquisition