term iii_strategic management_mergers and acquisition_hutch vodafone_ ranbaxy daichi sankyo

20
Mergers and Acquisition and Impact on Organisational Growth 2012 Under the guidance of Prof Nandakumar M K Group 5 Arnab Guha Mallik 74 Atul Sharma 75 Bhushan Nadoni 77 Bishnu Dokania 78 Rohan Kalani 108 Nikhil Warade 125

Upload: arnab-guha-mallik

Post on 13-Aug-2015

27 views

Category:

Documents


5 download

DESCRIPTION

SM Term III

TRANSCRIPT

Page 1: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

Mergers and Acquisition and Impact on Organisational Growth

2012

AGM [Type the company name]

1/1/2012

Under the guidance of Prof Nandakumar M K

Group 5

Arnab Guha Mallik 74

Atul Sharma 75

Bhushan Nadoni 77

Bishnu Dokania 78

Rohan Kalani 108

Nikhil Warade 125

Page 2: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

1 | P a g e

Table of Contents INTRODUCTION ....................................................................................................................................... 2

LITERATURE REVIEW .......................................................................................................................... 2

Daiichi and Ranbaxy……………………………………………………………………………………………………………………………9

Indian Pharmaceutical Industry ............................................................................................................... 5

Ranbaxy vs. Daiichi Sankyo ....................................................................................................................... 5

Rationale for Acquisition: .......................................................................................................................... 7

For Ranbaxy .............................................................................................................................................. 7

For Daiichi Sankyo ................................................................................................................................... 7

Strategic Outlook: Synergy ........................................................................................................................ 7

Problems and Risks ..................................................................................................................................... 8

Post-acquisition Objectives ........................................................................................................................ 8

Post-acquisition challenges ......................................................................................................................... 8

VODAFONE AND HUTCH ...................................................................................................................... 9

Why India? ................................................................................................................................................ 9

Hutchison Essar ........................................................................................................................................ 10

Why Hutch ................................................................................................................................................. 11

Implications ............................................................................................................................................... 12

SWOT ANALYSIS ......................................................................................................................................... 15

Deal Justification & Synergies – Vodafone ............................................................................................. 16

1) Market Entry & Speed to Market .................................................................................................... 16

2) Increased Market Power.................................................................................................................. 16

3) Operational & Business Synergies .................................................................................................. 17

4) Financials ........................................................................................................................................ 17

Some Issues ................................................................................................................................................ 18

1) Shareholding Pattern ....................................................................................................................... 18

2) Regulatory Issues ............................................................................................................................ 18

3) Tax evasion & Legalities ................................................................................................................ 18

References…………………………………………………………………………………………………………………………………………….21

Page 3: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

2 | P a g e

INTRODUCTION

Merger and Acquisition is the aspect of corporate strategy, finance and management which

consists of buying selling dividing and combining different companies and/or similar entities

which can help the organization grow faster in an industry sector. These days the distinction

between merger and acquisition is increasingly becoming blurred and the terms are used

commonly. In precise terms the distinction still exists of ownership, legal entity and mode of

operation.

An acquisition is the purchase of one business/company by another business/company.

Acquisition can be termed as friendly or hostile depending on how the proposed acquisition is

communicated to and perceived by the target companies’ board of director. Acquisition usually

refers to a purchase of a smaller firm by a bigger firm. But this is not always true as smaller

firms can acquire larger firms; this process is called the reverse takeover.

Merger differs with acquisition in business view as merger can be achieved by two firms move

forward to establish a new single company and cease to exist as a separately owned entity. In

practice actual mergers rarely occur. Usually one company will buy out another company and it

is euphemistically proclaimed by the target company that the deal is a merger whereas

technically it is an acquisition.

The literature review consists of research papers published on various aspects of merger and

acquisition. Here is the brief of the papers.

LITERATURE REVIEW

Cross-country determinants of mergers and acquisitions by Stefano Rossi, Paolo F. Volpin;

London Business School, UK.

This study of merger and acquisition focuses on the factors around the world determining the

differences in laws and regulation across countries. It has been found that the volume of M&A

activity is significantly larger in countries with better accounting standards and stronger

shareholder protection. The prospect of an all-cash bid is less likely with the higher level of

shareholder protection in the acquirer country. It is found that in cross-border deals, the targets

are typically from countries with poorer investor protection than their acquirers’ countries, which

suggest that cross-border transactions imposes an authority by improving the degree of investor

protection within target firms.

Data on international mergers and acquisitions sorted by

Target Country Volume is the percentage of traded companies targeted in a completed

deal.

Page 4: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

3 | P a g e

Hostile takeover is the number of attempted hostile takeovers as a percentage of

domestic traded firms.

Cross-border ratio is the number of cross-border deals as a percentage of all completed

deals.

The data on successful M&A in public listed companies in India is as follows

Volume of target Country Volume attempted 2.01%

Hostile takeover 0.02%

Cross Border takeover 56.02%

Corporate Cultural Fit and Performance in Mergers and Acquisitions by Yaakov

Weber, School of Business Administration, Hebrew University of Jerusalem, Israel.

The cultural fit has recently been acknowledged as a potentially important factor in mergers and

acquisitions though the concept has been ill-defined. This paper finds its relationships to other

human aspects in mergers have not been rigorously examined. The relationships between cultural

differences and other human factors for the efficient integration process and financial

performance has not been a subject of research using relatively large samples of mergers and

acquisitions. This study examines the role of corporate cultural fit, autonomy removal, and

commitment of managers in the merger to predict the effective integration between merger

members in different industry sectors. The explored relationships between members, their role in

this are found to be complex. These factors vary across industries and have different

relationships with different measures of performance.

Making mergers and acquisitions work: Strategic and psychological preparation by

Mitchell Lee Marks and Philip H. Mirvis, The Academy of Management Executive May

2001

This paper explores the M&A in the view of Strategic and Psychological preparation. It has been

found that three out of four mergers and acquisitions have failed to achieve their financial and

strategic objectives. The nature of the M&A combination process-such as the secrecy that

shrouds negotiations opposes the necessities of rigorous research, learn why so many

combinations fail, and to understand the management actions which put combinations on a

successful course. Due to these reasons mergers and acquisitions continue to be mismanaged and

to produce disappointing results. This paper focuses on early efforts in the pre-combination

phase which steer the combination toward the successful path. Pre-combination preparation

covers strategic and psychological matters. The strategic challenges concern key analyses that

clarify and bring into focus the sources of synergy in a combination. It involves reality testing of

Page 5: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

4 | P a g e

potential synergies of the two sides' structures and cultures and establishing the preferred

relationship between the two companies. The psychological challenge covers actions required to

understand the mindsets which people have with them and develop over the period.

Cross-Border Mergers as Instruments of Comparative Advantage by J. Peter Neary,

Review of Economic Studies, October 2007

This paper proposes a model to examine the effect of cross border merger. It proposes a two-

country model of oligopoly in general equilibrium and it is used to show how changes in market

structure accompany the process of trade and capital-market liberalization. This model predicts

that bilateral mergers in which low-cost firms buying higher-cost foreign rivals are profitable

under Cournot competition. As a result of this trade liberalization can trigger international

merger waves thus encouraging countries to specialize and trade with respect to comparative

advantage.

Factors influencing wealth creation from mergers and acquisitions: A meta-analysis by

Deepak K. Datta, George E. Pinches, V. K. Narayanan, Strategic Management

Journal,1992

This paper analyzes the empirical literature regarding the contribution of various factors on

shareholder wealth creation in M&A by the use of the multivariate framework. The results

indicate that the target firm's shareholders gain considerably from mergers and acquisitions, the

acquiring firm do not. It is also found that stock financing has a major impact on wealth of both

the target and acquiring firms' shareholders. The presence of multiple bidders and the type of

acquisition influence the acquiring firms return, whereas the regulatory changes and tender

offering has the influence the targets' firms’ returns. This paper also provides a comparison of

the findings with that of previous narrative review. It also discusses their implications from

perspective of managers and researchers.

Page 6: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

5 | P a g e

DAIICHI and RANBAXY

Indian Pharmaceutical Industry

At the time of acquisition deal in the year 2008, India was gaining in importance as a

manufacturer of pharmaceuticals. Between 1996 and 2006 nominal sales of pharmaceuticals

were up 9% per annum and thus expanded much faster than the global pharmaceutical market as

a whole (+7% p.a.). Demand in India was growing markedly due to rising population figures, the

increasing number of old people and the development of incomes. As a production location, the

country was benefiting from its wage cost advantages over western competitors also when it

comes to producing medicines.

Currently, India is World's third-largest in terms of volume and stands 14th in terms of value

with total turnover between 2008 and September 2009 was US$21.04 billion. It has expertise in

reverse-engineering new processes for manufacturing drugs at low costs. Its Contributor to

industry growth:-Bio pharma (60%), Bio services (18%) and Bio-agri (12%).The Indian

pharmaceutical Industry statistics is that it has 3000 companies including 270 R&D companies in

market with an employee’s base of 5 lakhs. However, lack of patent protection make undesirable

to the multinational companies.

Ranbaxy vs. Daiichi Sankyo

The comparative study of the two companies at the time of deal can be summarized as:-

Page 7: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

6 | P a g e

Some of the key events during the acquisition process are:

Date Event

June 11, 2008 Signing of Agreement by Daiichi with Ranbaxy

and its Promoters.

June 14, 2008 Public announcement by Daiichi to the

shareholders of Ranbaxy to acquire

Additional 20% equity shares at Rs.737 per share

under the Takeover Code.

June 18, 2008 Ranbaxy announces its settlement with Pfizer

over Lipitor litigation worldwide.

June 27, 2008 Submission of draft letter of offer by Daiichi to

SEBI for its observations

July 15, 2008 Approval of preferential allotment of equity

shares and warrants to Daiichi by the

shareholders of Ranbaxy.

August 4, 2008 Daiichi receives SEBI’s observation on the draft

letter of offer

August 6, 2008 FIPB approves the proposed investment, subject

to approval of CCEA

August 11, 2008 Daiichi issues revised schedule of activities due

to delayed receipt of SEBI

observation

August 16, 2008 Opening of open offer

September 4, 2008 Closing of open offer

October 3, 2008 Receipt of approval from CCEA for foreign

investment

October 15, 2008 Acquisition of 20% equity stake by Daiichi

pursuant to open offer

October 16, 2008 SEBI rejects Promoter’s application to sell their

equity stake through a block deal on

the stock market

October 20, 2008 Ranbaxy becomes subsidiary of Daiichi upon

increase in Daiichi’s stake to 52.5%

(including preferential allotment and transfer of

1st tranche shares from Promoters)

November 7, 2008 Daiichi acquires balance 11.42% shares from the

Promoters off the stock market and

the deal is concluded. Daiichi’s equity stake in

Ranbaxy up to 63.92%

Finally, Ranbaxy was valued at US $ 8.5 billion in the deal. The financing was through a mix of debt and

cash - 50% of cost of acquisition secured by short term debt and rest from internal accruals

Page 8: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

7 | P a g e

Rationale for Acquisition:

For Ranbaxy

Not enough products in the pipeline

Generic market alone : not giving enough returns

Scale and specialty were the key determinants of success

Affected due to recent patent laws

For Daiichi Sankyo

Facing expiry of its patents

Growing demand of Generics drugs due to Japanese Government intervention

Aging Population with low pricing power

Signs of a global downfall

Strategic Outlook: Synergy

1. Product Diversification

a. Capability Acquisition - Reduce market risk through generics as well as

proprietary drugs.

2. Financial Reasons

a. Cost Competitiveness – Low cost manufacturing facilities through R&D of the

currently existing facilities of Ranbaxy

b. Achieve Growth & Survive

3. Geographical diversification

a. Access to New Markets – Expanded Global Reach since Ranbaxy has exports to

more than 125 countries across the globe

b. This will also help in economies of scope, since the average cost of producing the

drugs will be reduced substantially.

4. Strategic Reasons

a. To gain better competitive position as compared to its competitors in the drugs

and pharmaceutical industry

b. Effectively managing opportunities across the full pharmaceutical life-cycle

Page 9: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

8 | P a g e

Problems and Risks

There were lots of government restrictions on Ranbaxy drugs and US FDA invocation may affect overall

business in the country. There were concerns that the anticipated synergies may fail if such hurdles

continue in the future. Also Daiichi Sankyo was to be exposed to separate products and markets hence

there were high chances that cross selling will not occur and synergies just might be limited to operations.

Another important concern for the Daiichi Sankyo was that cannibalization of the products of Ranbaxy

might still occur with Japanese people switching to cheaper generic drugs.

Post-acquisition Objectives

Daiichi Sankyo’s focus is to develop new drugs to fill the gaps and take advantage of

Ranbaxy’s strong areas.

To overcome current challenges in cost structure and supply chain, Daiichi Sankyo’s

primary aim is to establish a management framework that will expedite synergies.

Daiichi seeks to reduce its exposure to branded drugs in a way that it can cover the

impact of margin pressures on the business, especially in Japan.

In a global pharmaceutical industry making a shift towards generics and emerging

market opportunities, Daiichi Sankyo’s acquisition of Ranbaxy signals a move on the

lines of its global counterparts Novartis and local competitors Astellas Pharma, Eesei and

Takeda Pharmaceutical.

Post-acquisition challenges

Managing the different working and business cultures of the two organizations

Undertaking minimal and essential integration and retaining the management

independence of Ranbaxy without hampering synergies.

Ranbaxy and Daiichi Sankyo will also need to consolidate their intellectual capital

and acquire an edge over their foreign counterparts.

Page 10: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

9 | P a g e

VODAFONE AND HUTCH

Vodafone

Vodafone Group Plc. is the world's leading mobile telecommunications company with

significant presence in Europe, the Middle East, Africa, Asia Pacific and the United States and

had 289 million customers till Dec, 2008. The Company's ordinary shares are listed on the

London Stock Exchange and NYSE and had a total market capitalization of approximately £74

billion at 31 December 2008.

Fig: Vodafone Global Enterprise’s Footprint

Why India?

The other global acquisitions of Vodafone were not performing up to the mark. German business

of Mannesmann, telecom businesses in Japan and Belgium and markets where Vodafone

functioned were maturing and not growing in big way. There was stiff competition among all

major players in the industry and this was the key driver for expanding in new markets.

Page 11: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

10 | P a g e

In India nationwide penetration was 13% and would grow to 50 % in the near future. Fastest

Growing telecom Sector – CAGR 22% (02-07).It was the second largest telecom market with the

lowest tariff charges in the world having a wireless Subscriber base of 315.3 Mn and wire line

base of 38.4 Mn and a Tele-density of 30.6 covering 23 circles and 4 categories (Metro, A, B &

C).Moreover there was a large number of additions in telecom subscribers and the low tele-

density ensured large untapped potential.

Hutchison Essar

Hutchison Essar is a leading Indian telecommunications mobile operator with 25 million

customers currently, representing a 16.4% national market share. Hutchison Essar has over 6,000

employees ,operates in 16circles and has licenses in an additional six circles .In the year up to

31December2005, Hutchison Essar reported revenue of US$1.3billion,EBITDA of

US$415million, and operating profit of US$313million. In the six months to 30 June 2006

,Hutchison Essar reported revenue of US$908 million ,EBITDA of US $297 million ,and

operating profit of US$226million and was the fourth largest mobile operator in India with 24.41

million subscribers .Average revenue per user was at Rs 374 ($8.31) against national average of

Rs 335.46 ($7.45)

Page 12: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

11 | P a g e

Why Hutch

Urban markets in India became saturated and future expansion possible only in rural

areas leading to falling Average revenue per user. HTIL wanted money through this

deal to fund businesses in Europe and enable Hutchison to become one of Asia’s best

capitalized companies. Hutch-Essar: mutual distrust

Hutch needed fund for its overseas operations - launch of operations in Vietnam and

Indonesia

Lucrative offer (was getting $18.8 Bn on original investment of $2.6 Bn)

Will able to generate huge cash for launch of operations in Vietnam and Indonesia

HTIL Suffers loss of HK$768 million in 2005

Page 13: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

12 | P a g e

The Essar Group (“Essar”) currently holds a 33% interest in Hutch Essar and Vodafone will

make an offer to buy this stake at the equivalent price per share it has agreed with HTIL.

The estimated pre-tax gain from the sale is expected to be approximately $9 billion to Hutchison

Telecom International Ltd. Vodafone to increase capital investment, particularly in the first two

to three years.

Vodafone will continue to hold its 26% interest in Bharti Infotel Private Limited (“BIPL”),

which is equivalent to an indirect 4.4% economic interest in Bharti. Vodafone and Bharti have

entered into a MOU relating to a comprehensive range of infrastructure sharing options in

India. Vodafone's path towards building its Indian empire was far from easy. Numerous

financial and regulatory roadblocks presented themselves. It had already made one foray into the

market in 2005, when it bought a 10% stake in Bharti

Implications

Vodafone declared 80% growth in its customer base after 11 months of its acquisition of Hutch.

And by 2009 it had 71.5 million subscribers (customer penetration at 34%). Vodafone was

declared the second largest mobile service provider by revenue in India and reported revenues of

225.21

206140.3

98.47653

19.9

5.1

7.0

9.1

12.8

18.3

0

50

100

150

200

250

2002–03 2003–04 2004–05 2005–06 2006–07 2007–08 (as

of June

2007)

Subscrib

ers (

in m

illion)

0

4

8

12

16

20

24

Tele

density (

in p

ercent)

Telecom Subscriber Base Teledensity

Page 14: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

13 | P a g e

£2,689 million from £1,822 million in 2009 year ending. And they are still benefitting Vodafone

India reported a growth of nearly 9 per cent in revenue to 1.03 billion pounds during the first

quarter ended June 30, 2011.

Some experts have pointed out that Vodafone may have overpaid Hutchison Essar by 30% to

40%. According to analysis, the fair value of Aires’ mobile services is about Rs25,000 (about

$600) per subscriber. By contrast, Vodafone agreed to pay Rs35, 000 per subscriber for

Hutchison Essar. Average revenue per user for Indian telecoms providers is Rs5, 400, while the

operating margin is around 32% or Rs1,728 per customer per year. It seems Vodafone will take a

long time to break even in the Indian market. Innovative services may give Vodafone an edge,

but it will not be a significant one that would enable Vodafone to recoup the massive investment.

Porter’s 5 forces

Page 15: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

14 | P a g e

1. Threat for New Entrants (Low)

Strong Brand pull and resonance exists for brands like Airtel , Vodafone, and Idea.

Extremely high infrastructure setup costs

Spectrum License cost is pretty high

Cost of a new connection is low, hence breaking even takes a lot of time

2. Bargaining Power of Consumers (Low- Medium)

Lack of differentiation among the service providers

Service providers are the main drivers.

Cut throat competition among the players

Customer is price sensitive

Low switching costs

3. Bargaining Power of Suppliers (Medium)

Presence of large number of suppliers in the market

Shared tower infrastructure among the companies

Dearth of skilled managers and engineers especially those well equipped with the

latest technologies

Cost of switching is medium as changing the hardware will lead to an additional cost

in modifying the architecture

4. Rivalry Against Existing Competitors (HIGH)

6-7 players in each region

The Three Major players are :

a. BSNL & MTNL ( State Owned Companies), Reliance Infocom, Tata

Telecommunications, Bharti-Airtel and Idea

High Exit Barriers

High fixed cost for infrastructure and technology

Frequent price wars mainly due to new entrants

Low imitability i.e. very less time to gain advantage by an innovation (e.g. Caller

tunes, life time card)

5. Threat to Substitute Products (High)

The reach of Internet has now become a real threat, internet telephony and voice

chats are not only a cheaper substitute but also effective and successful with

growing awareness among the users.

Some Substitutes:

o VOIP (Skype, Messenger, etc.)

Page 16: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

15 | P a g e

o Online Chat

o Email

o Satellite phones

Price-Performance trade-off very high

Issues of mobility and penetration with the substitutes

SWOT ANALYSIS

Strengths

• Diversified geographical portfolio with strong mobile telecommunications operations in Europe, the Middle East, Africa and Asia Pacific

• Network infrastructure

• Leading presence in emerging markets

• Large customer base

Weakness

• Revenue concentration – 80% of revenues come from Europe

• Lack of rural network wireless access

Opportunities

• Improve accessibility to wide range of customers

• Focus on cost reductions improving returns

• Research and development of new mobile technologies

• Fast growing industry

Threats

• High competition

• Regulated market

Page 17: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

16 | P a g e

Deal Justification & Synergies – Vodafone

1) Market Entry & Speed to Market

Maturity of Other Global Markets

Most of the global telecom markets of Vodafone had matured and the growth rates were sluggish

in these markets. Vodafone wanted to enter into the high growth telecom markets of emerging

countries where the mobile penetration rates were presently low but expected to grow at a

relatively fast rate. Also Vodafone’s revenues were mostly from European countries and hence

geographical diversification of its revenue base was desirable through addition of other markets

to its portfolio.

Indian Mobile Market as a Prospect

The mobile penetration rate in India was low (around 13%) and was expected to grow at a fast

rate (40% by 2012). The Indian Mobile market was therefore an attractive option to consider

adding to the existing revenue base of Vodafone. More than Six Million subscribers were being

added every month in the Indian Market. Also, Hutchison-Essar Limited was the 4th

largest

telecom operator in India with the highest Average Revenue per User (ARPU).

Bharti Airtel

Vodafone had a minority stake in Bharti Airtel and the original plan of Vodafone was to gain a

majority share in Bharti Airtel. However, Bharti was a tightly held family run business which did

not allow Vodafone to gain the desired majority stake.

Reliance

Reliance was also interested in acquiring a controlling stake in Hutchison-Essar which would

have spelt clear trouble for Vodafone’s India Strategy. Vodafone had to speed up its entry to

India which would have been difficult if it had to start from scratch in India. Hutchison-Essar

was therefore the most attractive option that it had.

2) Increased Market Power

India was a key addition to the revenue base of Vodafone. This was evident from the post deal

analysis where India accounts for 45% of total volume traffic of Vodafone. The Indian mobile

market was highly untapped and it presented a very unique opportunity to Vodafone’s global

operations. Also, Hutchison-Essar was the 4th

largest telecom operator in India with a subscriber

base of close to 23 million. Also, Hutch was the most visible mobile brand with a premium

positioning having the highest Average Revenue per User. As mentioned earlier the addition of

India was strategic in the sense that other global markets of Vodafone had matured and revenue

growth in them had slowed down.

Page 18: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

17 | P a g e

3) Operational & Business Synergies

VAS & Other Technologies

There was a huge potential for Value Added Services in the Indian market in which Vodafone

had a lot of experience owing to its international exposure. Also, Vodafone was keen to provide

total communication solutions in the Indian market and the impending introduction of 3G and

other technologies was conducive to Vodafone.

Customer Orientation & Service

Hutch was the most visible and premium mobile brand in India. It had a unique positioning with

a high level of customer orientation. This kind of positioning was also conducive for Vodafone

to continue as it followed a similar practice in its other markets as well.

Sharing of Infrastructure with Bharti

Vodafone signed up a MOU with Bharti to share mobile towers and other infrastructure in rural

areas which significantly reduced the infrastructure development costs in penetration of rural

markets. This was possible as Vodafone had a minority stake in Bharti Airtel as well.

4) Financials

Financial Ratios (Profitability & Debt)

Before acquisition Vodafone had favorable debt ratios when compared to the other bidders. It

had lower Debt-Equity ratio which implied that it could afford greater debt on its balance sheet.

Also, the profitability ratios (ROE, ROI, ROA, Gross Margin etc.) were also favorable for

Vodafone.

Revenues

The ARPU of Hutchison-Essar was the highest amongst the telecom operators in India. Also, as

mentioned earlier it had 23 million subscribers with a further scope of tapping the rural market.

The acquisition was therefore projected to provide substantial revenue inflows to Vodafone.

Page 19: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

18 | P a g e

Some Issues

1) Shareholding Pattern

The majority shareholder in Hutchison-Essar Limited (HEL) was Hutchison

Telecommunications International Limited (HTIL) with headquarters in Hong Kong with a 67%

stake. The other major stake in HEL was of Essar group owned by Ruias. The relations between

the two major shareholders in HEL were less than cordial and hence the Hutchison-Essar deal

was opposed by the Essar group which threatened recourse to legal action against HTIL if it went

ahead with the deal. However Essar was bought out later by Vodafone by paying $5.46 billion

for the 33% stake held by Essar. The overall deal was speculated to be overvalued.

2) Regulatory Issues

FDI Cap

The sectorial Foreign Direct Investment was capped at 74% and when Essar group was bought

out by Vodafone it led to allegations of violations of the FDI cap. Vodafone however maintained

that Indian FDI laws will not be violated and the excess shares of Vodafone over 74% will be

transferred to an Indian Entity or be made available in an IPO.

Spectrum Licensing & TRAI

There was a lack of transparency in spectrum allocation & licensing in the Indian context. Also

TRAI had been slow in rolling out policies related to Mobile Number Portability amongst others.

The allocation of 3G spectrum had also been on the menu for long enough. The following 2G

scam validated some of the transparency issues and corruption in allocation of licenses.

3) Tax evasion & Legalities

The Cayman Island deal came under the scanner of Indian Income Tax Authorities for an alleged

Tax evasion. The IT authorities maintained that as the assets of an Indian company were

involved, the deal was to be taxed under capital gains tax by the Indian authorities. Vodafone,

however, denied these claims and asserted that there was no tax liability on part of Vodafone and

any such liability should fall on HTIL.

Page 20: TERM III_Strategic Management_Mergers and Acquisition_Hutch Vodafone_ Ranbaxy Daichi Sankyo

19 | P a g e

References

Cross-country determinants of mergers and acquisitions, Stefano Rossi, Paolo F. Volpin,

London Business School, UK.

Corporate Cultural Fit and Performance in Mergers and Acquisitions, Yaakov Weber,

School of Business Administration, Hebrew University of Jerusalem, Israel.

Making mergers and acquisitions work: Strategic and psychological preparation,

Mitchell Lee Marks and Philip H. Mirvis, The Academy of Management Executive May

2001

Cross-Border Mergers as Instruments of Comparative Advantage, J. Peter Neary, Review

of Economic Studies, October 2007

Factors influencing wealth creation from mergers and acquisitions: A meta-analysis,

Deepak K. Datta, George E. Pinches, V. K. Narayanan, Strategic Management

Journal,1992

http://www.ipfrontline.com/depts/article.aspx?id=21319&deptid=3

http://www.nishithdesai.com/M&A-Lab/M&A%20Lab-Nov-11-2008.html

http://www.nishithdesai.com/M&A-Lab/Ranbaxy%20Daiichi%20Deal%20-

%20November%202008.pdf

http://www.jimandaz.com/indian_news/4/daiichiranbaxy_deal_gets_fipb_clearance_cceclearance

_awaited.html