Merger &
Acquisition
(Hindalco &
novelis)
Gagan Pareek
Dharmesh Mehta
Darshana Chande
Outline of the case.
 Facts

of the case
 Analysis of the case




Strategic Perspective
Cultural Perspective
Financi...
INTRODUCTION
Features of Indian Aluminium Industry



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



B...
Hindalco Industries Ltd.


Structured into two strategic businesses Aluminium and
Copper.



It enjoyed domestic market ...
46 Operations in 13 countries
STRATEGIC FIT
Hindalco Strategy
Hindalco: Aluminium Strategy – Integrated
play
Novelis

 It

was born in early 2005 as a result of a forced‟ spinoff from its parent, the $ 23.6-billion aluminium giant...
Contd….
•

Novelis is the world leader in aluminium
rolling, producing an estimated 19 percent of the
world's flat-rolled ...
Troubled Novelis


It had a simple business model. It buys primary
aluminium, processes it into rolled products like stoc...
Strategic Perspective
The rationale:
 The merger of Novelis into Hindalco will establish a global
integrated aluminium pr...
 Downstream business derives its margin through

conversion mark-up, should act as a natural
hedge for LME-driven, volati...
FINACIAL FIT
Indian Deal makers


Team Members








Kumar Mangalam Birla
Debu Bhattacharya, Managing Director, Hindalco
Suman...
Novelis Financials: Pre
acquisition




On a net worth of $322 million, Novelis has a debt of $2.33
billion (most of it ...
Hindalco Health: Pre Acquisition
 Health



prior to Acquisition

Hindalco had over $800 million (Rs 3,520
crore) in ca...
Deal structure
Divided into 2 parts1)100% of Novelis equity @44.93$ per
share which add up to $3.6b
2)$2.4b debt on Noveli...
FUNDING A MEGA-DEAL: 2007


$2.4 billion will be raised on the balance sheet of
Novelis




AV Minerals (Netherlands) a...
Deal Financing :2008









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

2007 :Hindalco-Novelis deal, UBS (along with ABN AMRO &
Bank of America) threw the Birla company a $2.8 ...
Valuation @ Premium


“If we earn $10 for every $100 of aluminum we sell, we will now be able to earn
another $10 for eve...
CULTURAL FIT
Objective







Hindalco was an upstream player before it acquired Novelis, so its
profits varied every year. It dec...
Integration Process
 Hindalco‟s

management allowed the
post merger process to take place
naturally and rarely intervenes...
Financial Integration
 Same

Financial Language.
 Standardization : Prior to June 2007
, Hindalco‟s financial year ended...
Organisational Integration:






Existing management structure ,system
,people (Job Roles ) left undisturbed.
In the f...
Business Process Integration
 Plain

and simple techniques to manage
business.
 It set up a company to manage IT
functio...
Market Integration
 India‟s

demand for aluminium products is
projected to double from 1 million tones in
2007 to almost ...
SEBI Norms
Procedure for Amalgamation
/ Merger /Take over.










Check MoA (change accordingly).
Draft Scheme of Arrangeme...
SEBI Guidelines (Takeover code)









The Takeover Code stipulates requirement, depending upon
the nature and qua...
Benefits:






Post acquisitions, the company will get a strong global
footprint.
After full integration, the joint ...
THANK YOU
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Mergeracquisition 100827085559-phpapp02

  1. 1. Merger & Acquisition (Hindalco & novelis) Gagan Pareek Dharmesh Mehta Darshana Chande
  2. 2. Outline of the case.  Facts of the case  Analysis of the case    Strategic Perspective Cultural Perspective Financials Perspective  Conclusion
  3. 3. INTRODUCTION
  4. 4. 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.
  5. 5. 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.
  6. 6. 46 Operations in 13 countries
  7. 7. STRATEGIC FIT
  8. 8. Hindalco Strategy
  9. 9. Hindalco: Aluminium Strategy – Integrated play
  10. 10. Novelis  It was born in early 2005 as a result of a forced‟ spinoff 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.
  11. 11. 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.
  12. 12. 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.
  13. 13. Strategic Perspective The 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 CocaCola Co
  14. 14.  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
  15. 15. FINACIAL FIT
  16. 16. 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,
  17. 17. Novelis Financials: Pre acquisition   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  • After spinoff (Alcan and Pechiney) Novelis inherited a debt mountain of almost $2.9 billion on a capital base of less than $500 million. 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).
  18. 18. Hindalco Health: Pre Acquisition  Health   prior to Acquisition Hindalco had over $800 million (Rs 3,520 crore) in cash and equivalents Debt to Equity Ratio almost Zero
  19. 19. Deal structure Divided into 2 parts1)100% of Novelis equity @44.93$ per share which add up to $3.6b 2)$2.4b debt on Novelis balance sheet - No Option of Leverage buyout unlike TATA Corus
  20. 20. 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
  21. 21. 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.
  22. 22. 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.
  23. 23. Valuation @ Premium  “If we earn $10 for every $100 of aluminum we sell, we will now be able to earn another $10 for every $100 worth of aluminum that Novelis processes into rolled products.”   "Acquisitions are not geography dependent. They depend on value-creation and will have to be in sync with existing businesses”   Kumar Mangalam Birla, 2007 “The valuation depends on the intrinsic capability of an asset. He points out that it would have taken Hindalco at least 10 years to create that kind of capacity on the downstream front. The acquisition is a good strategic fit and the way we see it, there is a lot of upside potential in aluminum as a commodity. He speaks of areas like transportation, architecture, packaging and pharmaceuticals which will be big markets in the future for aluminum.”   --Debu Bhattacharya. MD Sunirmal Talukdar, CFO, Hindalco Why pay 44.36$ a share for a 30$ share  Analysts
  24. 24. CULTURAL FIT
  25. 25. 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.
  26. 26. Integration Process  Hindalco‟s management allowed the post merger process to take place naturally and rarely intervenes  Four step Process: 1. Financial 2. Organizational 3. Business Process 4. Markets.
  27. 27. 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.
  28. 28. 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 riskmanagement 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.
  29. 29. 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
  30. 30. 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
  31. 31. SEBI Norms
  32. 32. 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 .
  33. 33. 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
  34. 34. 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)
  35. 35. THANK YOU

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