ICICI or Bank of MaduraWho will benefit ?

ICICI BANK OR BOM: WHO WILL BENEFIT?

ICICI has moved a step further and had merged with a traditional bank, Bank of Madura
(BoM). But there seem to be variances in the corporate culture of the merger entities,
which would batter the growth. At this juncture, which bank would be in an
advantageous position with the merger? Is it ICICI or BoM.

ICICI Bank, after having been scouting for long time to acquire a private sector bank,
had held talks with Global Trust Bank and Centurion Bank and has finally merged with
Bank of Madura at a swap ratio of 2:1 i.e., two shares of ICICI Bank for each share of
BoM. The deal has created one of the biggest entities in the private sector with the
merged entity having total assets of Rs.16,000 crore as on September 2000. The share
exchange ratio was worked out by Deloitte, Haskins and Sells, which acted as
independent valuers to the transaction. DSP Merrill Lynch Ltd had acted as advisors to
BoM while Kotak Mahindra Capital Company advised ICICI Bank on the merger process.

The proposal however is subject to clearance from the Reserve Bank of India and the
shareholders of both the banks have scheduled to meet on January 19, 2001. The
appointed date of merger has been set as February 1, 2001.

ICICI Bank is one of the most tech-savvy and fastest growing private sector banks in the
country with a presence in 106 domestic locations, including branches and extension
counters. ICICI Bank is the largest ATM provider in the country with 366 ATMs. As on
September 30,2000 ;ICICI Bank had total assets of Rs.12,063 crore and deposits of
Rs.9,728 crore.

BoM is a 57-year-old South India based private sector commercial bank with a branch
network of 263. It had assets of Rs.3,988 crore and deposits of Rs.3,395 crore as on
March 31, 2000, with a capital adequacy ratio of 15.8 per cent.

BoM had opted for the merger with a purview of consolidation and size as major
requirements in the banking industry. This was necessary in terms of capital, capital
base, mitigating risk and ability to absorb risk.

The deal works out in favour of the BoM shareholders, given the current market
valuation of the ICICI stock. The merger is expected to add to the shareholder value,
besides providing technology-based, modern banking services to customers.

How would the merger benefit ICICI Bank? The bank was looking at a branch network of
350-400, which would have taken at least five years to achieve. The merger would
provide this network immediately and would enable them spread their network to 16
States. Moreover, to get an additional 1.2 million customers, which is BoM's client base
now, it would have required a minimum of two years. Thus, the merger enables ICICI to
have an aggregate of 2.7 million customer base and a combined asset base of Rs.16,000
crore, cross selling opportunities for assets and other products, and good cash
management services.

The book value of ICICI Bank share is Rs.60 and that of BoM is Rs.233. The EPS of ICICI
Bank is Rs.7 while that of BoM is Rs.44, and the last dividend paid by the former was 15
per cent while that by the latter was 55 per cent. Thus the merger is considered to be
EPS accretive for ICICI Bank shareholders by 23 per cent, from Rs.7.10 per share
annualised to Rs.8.70 per share annualised, based on September 2000 figures.
Moreover, BoM is strong in south India states and ICICI is very strong in Central and
North Indian states, which would give a complacent advantage to both the banks.

The merger is also benifittable to ICICI amidst the recent declarations of RBI favouring
promoters holding not more than 40 per cent in the banks. BoM shareholders would get
a total of 2.34 million shares of ICICI Bank of face value Rs.10 in exchange for their
capital of 11.67 crore shares of face value Rs.10 each. Post-merger, the shareholding in
ICICI Bank would be as follows: BoM's promoters - 2.7 per cent, Kotak Mahindra Finance
Ltd (which holds a 11.4 per cent stake in BoM) -- 1.2 per cent, ICICI - 55.6 per cent,
public - 13.6 per cent, mutual funds and banks - 1.4 per cent, FIIs - 6.1 per cent, FIs - 5
per cent, and ADS - 14.4 per cent.

BoM has a paid-up capital of Rs.11.93 crore and reserves of Rs.250 crore. Dr K.M.
Thiagarajan, BoM Chairman, and associates hold around 25 per cent stake. Mr Uday
Kotak of Kotak Mahindra holds 8 per cent stake while employees hold another 4 per
cent. The balance is held by the public.

However, unlike the HDFC Bank-TimesBank merger, which was very easy as they shared
a common culture, this merger (ICICI Bank-BoM) brings together two entities that have
grown in different environments. ICICI follows Banks 2000 software, which is totally
different from that of BoM's ISBS software package. Though the size of ICICI Bank is
almost thrice that of BoM's in terms of deposits, the number of employees in ICICI is
around 1400 compared to 2500 employees in BoM. With the manual interpretations and
procedures and the lack of awareness of the technology utilisation in BoM, there would
be many hinderances in the merged entity. Hence to eradicate all such problems, a core
group from both the banks has been constituted to help in the integration. Besides,
ICICI also plans to set up sub-groups to look into areas such as IT, audit and HR.

The proposed merger of ICICI Bank and Bank of Madura lead to sustained market
interest in the two stocks in the short-term. BoM closed at Rs.131.60 on the BSE, up
from Rs 121.90 and ICICI Bank closed at Rs.169.85, up from Rs.151.40 on Dec 11,
2000. On Dec 15, 2000, BoM closed at Rs.166 on BSE and ICICI Bank ended at 157
despite the steep fall of the markets.

The next few years is likely to see the most crucial period for Indian banks, both public
and private sector outfits, which today stand at a crossroad in their path to prosperity.
And they will have to guess right, or the road they choose could very well end up with
the one leading to a flame out. And all this because the situation in the banking sector
has changed dramatically. Commitments made to the WTO first forced India to open up
its banking borders and later liberalise regulations further. All these consequences allude
the scenario of more and more consolidations in the industry. So, which bank is going to
be in the frame next, is to be seen.