Last
fortnight, even as industry observers and analysts were digesting
the details of a high profile transaction in the cement sector,
involving acc, Gujarat Ambuja and Holcim of Switzerland, the grapevine
began buzzing that head-on rival Grasim from the Aditya Birla stable
was planning to mount a counter bid for acc, at a premium of a little
under 10 per cent to the Rs 370 offer made by Holcim to acc shareholders.
Days later reports surfaced that another cement MNC with a presence
in India, Lafarge, was also contemplating a coun-ter offer. Takeover
regulations allow for such counter offers to be made within 21 days
of the first acquisition announcement, which would mean that Holcim's
rivals had till 10 February to make clear their intentions.
At the time of writing, no such counter bid
was made for acc, but that's not important (not at least in the
context of this story). The significance of the hyperactivity on
the rumour mill is that the $1 billion (Rs 4,400 crore)-plus Holcim-acc-Ambuja
deal is no flash-in-the-pan. "If you add on the debt element,
the value of this transaction is $1.5 billion (Rs 6,600 crore).
That's indeed a global-size deal, and I am sure this won't be the
last such mega-deal," points out Rajeev Gupta, Joint Managing
Director at investment bank dsp Merrill Lynch, who advised Holcim
on the acquisition of acc. "This deal is a great sign of the
renewed thinking about India, and is surely a harbinger of greater
interest of multinationals in the country," declares Sudarshan
Sampathkumar, Partner, Accenture, who's worked on a few cement transactions
himself.
5 KEY M&A THEMES FOR 2005-06 |
The billion
dollar deal is here: The ACC-Holcim deal is worth around
$1.5 billion (Rs 6,600 crore, including debt), and investment
bankers expect many more deals of such size to be signed. ONGC
is negotiating a deal running into billions of dollars for Russian
oil and gas assets
Outbound action will intensify: In
the past couple of years, a number of Indian firms have acquired
global assets. But there haven't been any real-scale, global-size
(read: $1 billion-plus or Rs 4,400 crore-plus) cross-border
deals. Expect them to happen now
Inbound interest is peaking: No
global firm worth its stock price can afford to ignore India,
be it in manufacturing or services. And they're willing to
pay top dollar
Indian mid-caps have been bitten
by the acquisition bug: The number of mid-size deals-under
$100 million (Rs 440 crore)-will grow manifold, as smaller
companies seek frontends/backends overseas, or yearn for critical
mass domestically
Private equity will be all over the
place: Big cats like Warburg may be cashing in, but
there's segmentation happening elsewhere, with some focussing
on early stage-funding, others on more mature stages. Leveraged
buyouts too may become more common
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And that's just one half of the story. The other
equally thrilling and noteworthy part is that Indian companies across
sectors are gearing to make "real-scale acquisitions as against
tucking acquisitions"-as Gupta puts it-overseas. Sure enough,
Oil & Natural Gas Corporation (ONGC) at the time of going to
press was negotiating a potential $6 billion (Rs 26,400 crore) buyout
in Russia, of a former asset of the Yukos Oil Company. And you can
expect plenty of such big-ticket, outbound action in the days ahead.
Investment bankers point out that such big-bang transactions-$500
million (Rs 2,200 crore)-plus-could come from a variety of sectors.
Steel companies are looking to tie in raw material supplies (read
acquisition of mines). Oil majors like Indian Oil Corporation (IOC),
GAIL India and Hindustan Petroleum Corporation Ltd. (HPCL) are finalising
downstream deals in Africa and South-East Asia (Indonesia). IOC
has narrowed down its shortlist to 11 countries for potential acquisitions
and last fortnight GAIL sneaked a foot into the Chinese retail gas
distribution market when it bought a 10 per cent stake in China
Gas; bankers point out that it has sealed similar smallish transactions
in Egypt for city gas distribution. State Bank of India is "almost
certainly" going to make an acquisition in Africa, says a deal-maker.
Pharma and consumer companies are hunting around for distribution
front-ends in South-East Asia, Latin America and Europe. Auto component
makers are acquiring and sourcing back production to India. And
textile firms are acquiring brands in a bid to get "credentialisation
into buyers", in banker-speak.
Whilst big outbound deals will doubtless happen,
Jayesh Desai, National Director (Transaction Advisory Services),
Ernst & Young, points out another significant trend. That the
number of smaller outbound deals will increase, because "today,
just about any Indian group is looking for overseas opportunities."
Adds Ravi Menon, Director & Co-head (Investment Banking), HSBC:
"Easier convertible bond financing is allowing mid-caps to
expand overseas, with $15-20 million (Rs 66-88 crore) deals in sectors
ranging from pharma to auto components to software to biotech."
If Indian industry has been bitten by the M&A
bug, it's simply because India Inc. is leaner, meaner, and very
hungry for growth today. After years of belt-tightening, companies
are today in a mood to make investments to increase capacities.
The options are clear-cut: Either build those capacities (or brands),
or acquire them. The high valuations prevailing today may make greenfield
capacities look more attractive today, but then acquisitions involve
much more than physical capacities. As the Holcim deal reveals,
acquisitions also bring along with them virtually overnight access
to new diversified geographies, and customers. And as Sampathkumar
of Accenture adds, the Holcim deal (and its price tag) will encourage
many more sellers to crawl out of the woodwork.
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HSBC's Menon: Easier convertible bond
financing is helping mid-cap companies to expand overseas in
a range of sectors |
What will also help ensure that sellers abound
is the nature of valuations, which appear more sustainable than
during the last stock market boom of 2000. An efficient, restructured
India Inc is turning out higher earnings quarter after quarter,
even as protection levels have come down and the rupee has become
stronger. At the same time, they're in a better position to raise
capital, both from domestic markets and overseas. Result? Strapping
balance sheets. "The myth that one couldn't raise more than
$100 million (Rs 440 crore) locally-and that beyond $200 million
(Rs 880 crore) you had to do a GDR, and that beyond $400 million
(Rs 1,760 crore) an adr-has been truly shattered. Today $2 billion
(Rs 8,800 crore) can easily be raised on Indian markets," says
Gupta of DSP Merrill, adding that there are 73 companies with a
market cap of over $1 billion (Rs 4,400 crore) in India today. "India
Inc. is much more confident now to take some big steps overseas
to achieve a greater geographical balance," adds Vedika Bhandarkar,
Managing Director & Head of Investment Banking, J.P. Morgan
India.
As 2004-05 closes, and a new fiscal begins,
investment bankers are looking expectantly forward to a boom year.
"2005 will be a record year," says Menon. In calendar
2004, according to Bloomberg, m&a activity spurted 111.51 per
cent in volume over the previous year, with $9.3 billion (Rs 40,920
crore) worth of deals announced. Investment bankers are upbeat about
an even bigger spurt this year. And that's not surprising: It's
just a matter of a handful of billion dollar deals. After the Holcim
deal, there's still room for a third cement major, and there's still
some 40 per cent of Indian capacity (albeit fragmented) that's up
for grabs. Holcim itself has reportedly committed a further $1 billion
to the Indian market. Overseas, after the Daewoo and NatSteel acquisitions,
the Tata group could have something even larger lined up. India's
ONGC is mentioned in the same breath as Malaysia's Petronas, Russia's
Lukoil, America's ChevronTexaco, France's Total, Italy's ENI and
China's CNOOC when it comes to offshore reserve bids. Investment
bankers don't rule out a mega-generics buyout by an Indian major,
to bring it on a scale of the Tevas, Sandozs and Ivaxs of the world.
Back home, there could also be some surplus automobile (car) capacity
up for grabs. "What if Anand Mahindra decides to buy up capacity
for his JV with Renault, and what if somebody like Fiat decides
to exit India," teases one banker. Whether that happens or
not, one thing's for sure: Billion dollar deals are here to stay.
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