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1990s. This has led to haphazard growth of Indian corporate enterprises during that
period. The reforms process initiated by the Government since 1991, has influenced
the functioning and governance of Indian enterprises which has resulted in adoption
of different growth and expansion strategies by the corporate enterprises. In that
process, mergers and acquisitions (M&As) have become a common phenomenon.
M&As are not new in the Indian economy. In the past also, companies have used
M&As to grow and now, Indian corporate enterprises are refocusing in the lines of
core competence, market share, global competitiveness and consolidation. This
process of refocusing has further been hastened by the arrival of foreign competitors.
In this backdrop, Indian corporate enterprises have undertaken restructuring
exercises primarily through M & A s to create a formidable presence and expand in
their core areas of interest.
Mergers & Acquisitions have played an important role in the transformation of the
industrial sector of India since the Second World War period. The economic and political
conditions during the Second World War and postwar periods (including several years after
independence) gave rise to a spate of M&As.
The inflationary situation during the wartime enabled many Indian businessmen to
amass income by way of high profits and dividends and black money (Kothari 1967). This led
to wholesale infiltration of businessmen in industry during war period giving rise to hectic
activity in stock exchanges.
There was a craze to acquire control over industrial units in spite of swollen prices of
shares. The practice of cornering shares in the open market and trafficking of managing
agency rights with a view to acquiring control over the management of established and
reputed companies had come prominently to light. The net effect of these two practices, viz
of acquiring control over ownership of companies and of acquiring control over managing
agencies, was that large number of concerns passed into the hands of prominent industrial
houses of the country (Kothari, 1967). As it became clear that India would be gaining
independence, British managing agency houses gradually liquidated their holdings at
fabulous prices offered by Indian Business community. Besides, the transfer of managing
agencies, there were a large number of cases of transfer of interests in individual industrial
units from British to Indian hands. Further at that time, it used to be the fashion to obtain
control of insurance companies for the purpose of utilising their funds to acquire substantial
holdings in other companies. The big industrialists also floated banks and investment
companies for furtherance of the objective of acquiring control over established concerns.
The post-war period is regarded as an era of M&As. Large number of M&As occurred in
industries like jute, cotton textiles, sugar, insurance, banking, electricity and tea plantation. It
has been found that, although there were a large number of M&As in the early post
independence period, the anti-big government policies and regulations of the 1960s and
1970s seriously deterred M&As. This does not, of course, mean that M&As were uncommon
during the controlled regime. The deterrent was mostly to horizontal combinations which,
result in concentration of economic power to the common detriment. However, there were
many conglomerate combinations. In some cases, even the Government encouraged M&As;
especially for sick units. Further, the formation of the Life Insurance Corporation and
nationalization of the life insurance business in 1956 resulted in the takeover of 243
insurance companies. There was a similar development in the general insurance business.
The national textiles corporation (NTC) took over a large number of sick textiles units (Kar
2004).
Is it the process of deregulation which has hastened M&A activities or there are
some other reasons?
Is there some visible trend of M&As in the different sectors of the Indian industry?
Acquisition
ABSTRACT
Merger and Acquisition have became exclusive trend in steel industry globally since
the beginning of the 21st century. Corporate integration in the corporate world is accomplishing
significance and concentration especially with an exciting undertaking of intense globalization. This is
the clear evidence from the importance and increasing growth of deal values and resulted with more
corporate integration in recent times. These studies examine the key motive drivers and evaluate the
impact of mergers and acquisition in steel industry on event study approach. This event study focused
on Tata steel Corus Acquisition during the year 2007. The study used a published financial
statement which consists of secondary data. The financial statements are analysed and tested by
using correlation co-efficient and t- test. The outcome of the analysis disclosed that there is a
significant difference between pre post merger and acquisition in capital base and level of returns.
There is a significant difference between pre post merger and acquisition EPS. The finding of this
study evolves those synergies, increased capitalization with the proof of changes in returns,
profitability based on the research findings. It can be summarized that the corporate integration has
increase the organizational performance also contributed to the growth of the steel industry
There are not many opportunities for producers in emerging low-cost markets to gain
access to the markets of Europe other than by acquiring a company like Corus,
John Quigley (Editor, Industry Publication Steel week)
Tata being the winner. As driven by slow growth and substantial profits in the steel
industry. Corus asset sale may lift the Tata steel earnings. Tata steel had acquired British largest steel
maker Corus for 608 pence per share. It is one of the striking acquisition in 2006, to propose Tata
steel from the 56th to the 6th largest steel maker in the world. A long term gap between their delivered
performance of the firm and the strategic plan projected gap was in terms of size, sales and Income.
Acquisition could fill the gap (J Fred Weston and Samuel C. Weaver 2002). However, companies can
seek for genuine synergies through financial engineering. Figure: 1 outbound acquisition since2005.
Thousands of Indians didnt offer prayers for Tata Steel to clinch the deal for the AngloDutch steel maker Corus, as they have for the recovery of hospitalized Bollywood superstars. Nor did
they erect 40-foot billboards of a smiling Ratan Tata, chairman of Tata Steel, after he won Corus. And
the stock markets were clearly concerned about the Tata Steels new debt load. But despite all this,
euphoria gripped the nation. Finance minister P. Chidambaram offered unspecified help, if needed, to
close the deal; fellow steel magnate Lakshmi Niwas Mittal cheered the acquisition, and excited TV
newsreaders gushed. Indias first Fortune 500 MNC was born.
Tata acquired Corus, which is four times larger than its size and the largest steel producerin
the U.K. The deal, which creates the world's fifth-largest steelmaker, is India's largestever foreign
takeover and follows Mittal Steel's $31 billion acquisition of rival Arcelor inthe same year. Over the
past five years, Indian companies had made global acquisitions for over $10 billion. The Tata bid
almost equals this amount. Most of them have averaged $100 to 200 million.
"It is a two-way street now," Kamal Nath (Commerce Minister, India) said.
"Not only India is seeking foreign investment, but Indian companies are
emerging investors in other countries."
Ratan Tata has said he is confident the two companies have a cultural fit and
similar work practices. Nearly 30 years ago J.R.D Tata had lured away a young engineer from
Coruss predecessor company, British Steel, to work at Tata Steel. That young Sheffield-educated
engineer Sir Jamshed J. Irani (knighted by the Queen 10 years ago) was Tata Steels managing
director until six years ago.
Until the 1990s, not many Indian companies had contemplated spreading their wings abroad.
An Indian corporate or group company acquiring a business in Europe or the U.K. seemed possible
only in the realm of fantasy. Recent reports of United NationsConference on Trade and Development
(UNCTAD) and other organizations have recorded the fact that nowadays Foreign Direct Investment
(FDI) is more likely to flow in through cross border mergers (and not through Greenfield Projects).
Though Corus isfour times bigger than Tata but in the year 2006 the operating profit for Tata was
$840million, whereas in case of Corus it was $860 million. There are some major inputs,
which leads Tata towards this huge profit.
Figure 1
Tata acquired Corus on the 2nd of April 2007 for a price of $12 billion making the
Indian company the worlds fifth largest steel producer. This acquisition process has
started long back in the year 2005. However, Corus was involved in a considerable number
of Merger & Acquisition (M&A) deals and joint ventures (JVs) before Tata. This process
started in the year 2000 and with Tata it came to an end. In a period of seven years Corus
was involved in 14 deals apart from Tata. (Refer Exhibit 1 for the details about M&A deals
by Corus). In 2005, when the deal was started the price per share was 455 pence. But during
the time of acquisition held in 2007, the price per share was 608 pence, which is 33.6%
higher than the first offer. For this deal Tata has financed only $4 billion, although the total
price of this deal was $12billion. Here the important point is how Tata could manage to get
such a huge amount for this deal? Did Tata Steel overheat in its zeal to win Corus?
However as stated by Muthuraman (the Managing Director of Tata Steel), the
bid made to Corus was unanimously supported by the management of the company and
recommended to its shareholders. In an interview to CNBC India, B Muthuraman also said
that they are acquiring Corus for synergy and not for tonnage. "There are synergies in
operations, manufacturing, marketing etc."
The merger of Tata steel and Corus will result to a saving of $400 million to the company after 3
years of corporate integration.
Long term strategy
Strong base in India
De integrated manufacturing
Technology advantage
Economies of scale
To enter European mature market
The Deal
The deal (between Tata & Corus) was officially announced on April 2nd, 2007 at a
priceof 608 pence per ordinary share in cash. This deal is a 100% acquisition and the
newentity will be run by one of Tatas steel subsidiaries. As stated by Tata, the initial motive
behind the completion of the deal was not Corus revenue size, but rather its marketvalue.
Even though Corus is larger in size compared to Tata, the company was valued less than Tata
at the time when the deal negotiations started.
But from Corus point of view, as the management has stated that the basic reason for
supporting this deal were the expected synergies between the two entities. Corus has
supported the Tata acquisition due to different motives. However, with the Tata
acquisition Corus has gained a great and profitable opportunity to make an exit as the
company has been looking out for a potential buyer for quite some time.
The total value of this acquisition amounted to 6.2 billion (US$12 billion). Tata Steel
the winner of the auction for Corus declares a bid of 608 pence per share surpassed the final
bid from Brazilian Steel maker Companhia Siderurgica Nacional (CSN) of 603
pence per share. Prior to the beginning of the deal negotiations, both Tata Steel and Corus
were interested in entering into an M&A deal due to several reasons. The official press
release issued by both the company states that the combined entity will have a pro forma
crude steel production of 27 million tones in 2007, with 84,000 employees across four
continents and a joint presence in 45 countries, which makes it a serious rival to other
steel giants.
The official declaration of the completed transaction between the two companies was
announced to be effective by Court of Justice in England and Wales and consistent with the
Scheme of Arrangement of the Tata Steel Scheme on April 2, 2007. According the Scheme
regulations, Tata Steel is required to deliver a consideration not later than 2 weeks following
the official date of the completion of the transaction.
The process has started on September 20, 2006 and completed on July 2, 2007. In the
process both the companies have faced many ups and downs. The details of this process
has described below.
September 20, 2006 :
October 5, 2006
November 3, 2006
April 2, 2007
:
.
million on an annual basis implies that the combined entitys interest obligation will amount
to approximately $725 million after the acquisition.
The debate whether Tata Steel has overpaid for acquiring Corus is most likely to be
certain, since just based on the numbers alone it turns out that at the end of the bidding
conflict with CSN Tata ended up paying approximately 68% above the average price of
Corusshares. Another pressing issue resulting for this deal that has created a dilemma
between experts and analysts opinions is whether this acquisition for the right move for
Tata Steel in the first place. The fact that Tata has managed to acquire a British steel
maker that has been a symbol of Britains industrial power and at the same time its
dominion over India has been perceived as quite ironic. Only time will show whether
Tata will be able to truly benefit from the many expected synergies for the deal and not
make the typical mistakes made in many large M&A deal during this beginning period.
I believe this will be the first step in showing that Indian industry can in
fact step outside the shores of India in an international marketplace and
acquit itself as a global player.
Ratan Tata
Questions:
1. Why Corus went in for this deal?
2. Was Tata wise in this decision?
3. Who worked out the financial deal?
4. How could the finances be organized in?
5. How should be assets be evaluated before an acquisition?
To a large extent, corporate integration is based on a belief that earnings accrued through reduction
cost, increase market share, reduction in earning volatility, and sale of economies. However, the main
features of the compassionate of reforms inductive mergers and acquisitions of Tata and Corus
industry creates potential of realizing efficient gains The total value of the Tata Corus acquisition
amounted to 6.2 billion (US $ 12 billion). Tata steel declares a bid of 608 pence per share to go
beyond the final bid from Brazilian steel maker Compuhia siderurgica Nacional (CSN) of 603 pence
per share. Proceeding of the deal negotiations, both the Tata and Corus were interested to create a
corporate bondage by entering into an merger and acquisition deal due to the diversified reasons.
Figure 2
RESEARCH METHODOLOGY
The approach for examination of value creation of both bidder and target around the announcement of an offer
and includes both successful and unsuccessful merger and acquisition. The three hypothesized statements tested
using correlation co-efficient and T- test. Hypothesis Based on the research gap areas from literature review, the
following hypothesis is tested. H0: there is no significant difference between pre merger and acquisition equity
capital base and Profit after Tax. H0: there is no significant difference between post merger and acquisition equity
capital base and Profit after Tax. H0: there is no significant difference between pre and post merger and
acquisition earning per share
Source: The Indian Ministry of Steel (the number in brackets indicate the percentage increase from
the previous year).
Note: The consumption of steel is arrived at by subtracting export of steel from the total of domestic
production and adding the import of steel in the country