M&A process along with two case studies covered in brief (Videocon D2H - Dish TV (successful) and HDFC - Max Life (called off)

1. M&A Case Studies
• VIDEOCON D2H – DISH TV
• HDFC – MAX LIFE (CALLED OFF)
Shreya Raithatha
July 17, 2018

2. Disclaimer
The views and analysis in this presentation are not binding to any authority or Court, and hence,
no assurance is given that a position contrary to the opinions expressed herein, will not be
asserted by any authority and/or sustained by an appellate authority or a court of law.
The analysis is based on personal interpretation and analysis of transaction through secondary
data available in public domain and is not imperative in nature.

3. Overview
Mergers & Acquisition process
Videocon D2h – Dish TV merger
HDFC – Max Life merger (called off)

4. Mergers & Acquisition process
Identify Target Contact Target Teaser
Confidentiality
Agreement
Information
Memorandum
Letter of Intent
and
Negotiation
Conduct Due
Diligence
Purchase
Agreement
Deal closure

5. Overview
Mergers & Acquisition process
Videocon D2h – Dish TV merger
HDFC – Max Life merger (called off)

6.  Dish TV India Limited (Dish TV) is
world’s third largest DTH service
provider
 India’s largest DTH company
 Pan-India presence
 Subscribers as on March 2017
~15.50mn
 Listed on BSE and NSE
 Market Capitalization (Mcap) as on
March 2017 ~INR 8,996Cr
 Videocon D2h Limited (VD2h) is
India’s fastest growing DTH company
 Launched in 2009
 Pan-India presence by 2010
 Subscribers as on March 2017
~12.91mn
 First India Media company to be listed
in NASDAQ
 Around ~20% market share
 Market Capitalization (Mcap) as on
March 2017 ~USD 1.208bn
Videocon D2h – Dish TV merger

7. Videocon D2h – Dish TV merger
Scheme of Amalgamation:
 Exchange ratio fixed at 2.02 equity shares of INR 1 each
in Dish TV for every 1 share if INR 10 each in VD2h
 No shares in exchange of fractional shares less than 0.50
GDR
•Issue new GDRs
on the basis of
underlying equity
Shares
•Distribute equity
shares based on
proportionate
holding
Cash
out
•Dispository to
sell equity shares
and distribute
cash proceeds
ADR holders
Shareholding Pattern:
64%
36%
Promoter and Group Public
Dish TV: Before
Post transaction shareholding
VD2H: Before
63%
37%
Promoter and Group Public
36%
28%
36%
Dish TV Promoters VD2H Promoters Public

8. Videocon D2h – Dish TV merger
304
10,073
30,717
28,075
1,093
9,728
30,144
27,696
PAT EBITDA Operating Revenue Subscription Revenue
INR in Mn
VD2H Dish TV
Financial Overview:
Average Rate per User:
205
152
ARPU In INR
Dish TV VD2H
Synergy:
Merged Entity to be
world’s 2nd largest
DTH company in
terms of subscribers
Significant increase
in Net worth of the
merged entity
Enhance as market
leader and tough
competitors in the
sector
 Q. Are GDRs exchanged within the ambit of S.2(14)
of Income-tax Act, 1961?
 Q. What shall be tax implications in case of GDRs?
Q&A:

9. Overview
Mergers & Acquisition process
Videocon D2h – Dish TV merger
HDFC – Max Life merger (called off)

10. HDFC – Max Life merger (called off)
Proposed Structure
1
Max Life
MFSL
Merger of Max
Life into Max
Financial Services
Ltd (MFSL)
2 MFSL
Life
Insurance
Other
HDFC Life
Demerger of life insurance
undertaking into HDFC life
and continue remaining
business
 April 2016, HDFC Ltd proposed to sell ~10% stake
in HDFC Life via IPO
 June 2016, Disclosure to stock exchanges and on
going M&A process between Max Life, MFSL
 August 2016, proposed scheme inherited non-
compete fees and awaited shareholders approval
 September 2016, latter was approved and filed with
CCI for approval
 MFSL and Max life shareholders gave consent to
non-compete fees
 IRDA rejected the structure under section 35 of the
Insurance Act which considers amalgamation of
insurance companies only
 Attorney General declined request of Law Ministry
for his opinion on proposed merger
 June 2017, IRDA reaffirmed its original position and
rejected current structure
 July 2017, Max life made disclosures to BSE and
NSE that proposed merger has been called off