Mergers & Acquisitions in India

from 2006 to 2010

Rajat Kataria
10ESPHH010006
Guided By: S P R Vittal
Table of Contents
Executive Summary............................................................................................................................4
Introduction to Merger and Acquisition ..............................................................................................5
Merger ...................................................................................................................................................... 5
Acquisition ................................................................................................................................................ 5
Distinction between mergers and acquisition .....................................................................................5
Types of Mergers ...............................................................................................................................6
Benefits of Mergers............................................................................................................................7
Other motives for Merger ..................................................................................................................7
Costs of mergers and acquisitions.......................................................................................................8
Regulatory and Legal Framework .......................................................................................................9
M&A Activities in 2006 ..................................................................................................................... 11
Sectoral Breakup ..................................................................................................................................... 12
Top Deals – Indian Targets ...................................................................................................................... 14
Top Deals – Overseas Targets ................................................................................................................. 14
M&A Activities in 2007 ..................................................................................................................... 15
Sectoral Breakup ..................................................................................................................................... 16
Top Deals................................................................................................................................................. 18
Top Deals – Indian Targets ...................................................................................................................... 19
Top Deals – Overseas Targets ................................................................................................................. 19
M&A Activities in 2008 ..................................................................................................................... 20
Sectoral Breakup ..................................................................................................................................... 21
Top Overseas Deals ................................................................................................................................. 23
Top Deals – Indian Targets ...................................................................................................................... 23
Top Deals – Overseas Targets ................................................................................................................. 24
M&A Activities in 2009 ..................................................................................................................... 25
Sectoral Breakup ..................................................................................................................................... 25
Top Deals................................................................................................................................................. 26
M&A Activities in 2010 ..................................................................................................................... 27
Sectoral Breakup ..................................................................................................................................... 28
Top Deals................................................................................................................................................. 29
Top M&A Deals 2006 to 2010 and Analysis ....................................................................................... 29

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Porter’s Model on Telecom Sector .................................................................................................... 30
PEST Analysis of Telecom Sector ....................................................................................................... 31
Bibliography .................................................................................................................................... 32

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Executive Summary
M&A is the important approach to expansion and development of today’s enterprises, which can help
the enterprises quickly have access to market channels and expand market share, thereby bringing
about economic scale benefits for enterprises. There has been an increase in both the number and size
of Mergers and Acquisitions (M&A) in all sectors of Indian economy. However, the deal economy
worldwide had suffered in the years 2008 and 2009 since the global economy went through one of its
worst crises since the Great Depression of 1929. The legendary financial institutions like Lehman
Brothers collapsed while several other financial behemoths had to be saved from going into bankruptcy.
Naturally, there was less money available to do deals and corporates cut down on expansion both
organically and inorganically. The effect was showing on in India too even though the economy showed
signs of revival in the latter part of the year. However, the outlook seems brighter in year 2010. The
activities are picking up and more deals are happening.

2006 - Corporate finance activity in India witnessed 697 deals worth Rs 865 bn (US$ 19 bn) in 2006, a
rise of 18% in deal value over last year. The average deal size for 2006 was around Rs 1,241 mn (US$ 28
mn).

2007 - Domestically 2007 saw another record year of deal activity, with total mergers and acquisitions
(M&A) and private equity (PE) deals up 82% from Rs. 865 bn (US$ 21 bn) in 2006 to Rs. 1,576 bn (US$ 38
bn) in 2007. As well as volume, both number (867 against 697) and average size of deals also rose
significantly.

2008 - A total of 455 M&A transactions were announced, down from 605 in 2007, with a combined
value of Rs.1,027 bn (US$ 23 bn). The average value of M&A deals was approx Rs.2.3 bn (US$ 52 mn).

2009 – During 2009, Indian companies were involved in a total of 356 M&A deals, down 34% from 2008.
The median deal value in 2009 (for the 151 deals which had announced transaction values) was $22.3
million, an increase from the $16.06 million in 2008. The combined value of deals was $12.5 billion.

2010 – For the year 2010, India's M&A deal value has reached a whopping US$68.3 billion, having grown
three-folds compared to the value recorded in 2009," E&Y said on Thursday. India recorded 554 cross
border deals worth US$54.9 billion. The average deal size last year rose to US$120 million.

In all the years, telecom sector has emerged as the most opportunistic sector. It is followed by BFSI,
Metals & Ores and Oil & Gas Sector.

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Introduction to Merger and Acquisition

Merger
A merger occurs when two or more companies combines and the resulting firm maintains the identity of
one of the firms. One or more companies may merger with an existing company or they may merge to
form a new company.

Usually the assets and liabilities of the smaller firms are merged into those of larger firms. Merger may
take two forms-
1. Merger through absorption
2. Merger through consolidation.

Absorption
Absorption is a combination of two or more companies into an existing company. All companies except
one loose their identity in a merger through absorption.

Consolidation
A consolidation is a combination if two or more combines into a new company. In this form of merger all
companies are legally dissolved and a new entity is created. In consolidation the acquired company
transfers its assets, liabilities and share of the acquiring company for cash or exchange of assets.

Acquisition
A fundamental characteristic of merger is that the acquiring company takes over the ownership of other
companies and combines their operations with its own operations. An acquisition may be defined as an
act of acquiring effective control by one company over the assets or management of another company
without any combination of companies.

Takeover
A takeover may also be defined as obtaining control over management of a company by another
company.

Distinction between mergers and acquisition

Although they are often uttered in the same breath and used as though they were synonymous, the
terms merger and acquisition mean slightly different things.
When one company takes over another and clearly established itself as the new owner, the purchase is
called an acquisition. From a legal point of view, the target company ceases to exist, the buyer
"swallows" the business and the buyer's stock continues to be traded. In the pure sense of the term, a
merger happens when two firms, often of about the same size, agree to go forward as a single new
company rather than remain separately owned and operated. This kind of action is more precisely
referred to as a "merger of equals." Both companies' stocks are surrendered and new company stock is
issued in its place.

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In practice, however, actual mergers of equals don't happen very often. Usually, one company will buy
another and, as part of the deal's terms, simply allow the acquired firm to proclaim that the action is a
merger of equals, even if it's technically an acquisition. Being bought out often carries negative
connotations, therefore, by describing the deal as a merger, deal makers and top managers try to make
the takeover more palatable. A purchase deal will also be called a merger when both CEOs agree that
joining together is in the best interest of both of their companies. But when the deal is unfriendly - that
is, when the target company does not want to be purchased - it is always regarded as an acquisition.
Whether a purchase is considered a merger or an acquisition really depends on whether the purchase is
friendly or hostile and how it is announced. In other words, the real difference lies in how the purchase
is communicated to and received by the target company's board of directors, employees and
shareholders.

Types of Mergers
Mergers are of many types. Mergers may be differentiated on the basis of activities, which are added in
the process of the existing product or service lines. Mergers can be a distinguished into the following
four types:-

1. Horizontal Merger
2. Vertical Merger
3. Conglomerate Merger
4. Concentric Merger

Horizontal merger
Horizontal merger is a combination of two or more corporate firms dealing in same lines of business
activity. Horizontal merger is a co centric merger, which involves combination of two or more business
units related to technology, production process, marketing research and development and
management.

Vertical Merger
Vertical merger is the joining of two or more firms in different stages of production or distribution that
are usually separate. The vertical Mergers chief gains are identified as the lower buying cost of material.
Minimization of distribution costs, assured supplies and market increasing or creating barriers to entry
for potential competition or placing them at a cost disadvantage.

Conglomerate Merger
Conglomerate merger is the combination of two or more unrelated business units in respect of
technology, production process or market and management. In other words, firms engaged in the
different or unrelated activities are combined together. Diversification of risk constitutes the rational for
such merger moves.

Concentric Merger

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Concentric merger are based on specific management functions where as the conglomerate mergers are
based on general management functions. If the activities of the segments brought together are so
related that there is carry over on specific management functions such as marketing research,
Marketing, financing, manufacturing and personnel.

Benefits of Mergers

Diversification: - Companies that desire rapid growth in size or market share or diversification in the
range of their products may find that a merger can be used to fulfill the objective instead of going
through the tome consuming process of internal growth or diversification. The firm may achieve
the same objective in a short period of time by merging with an existing firm. In addition such a
strategy is often less costly than the alternative of developing the necessary production capability
and capacity. If a firm that wants to expand operations in existing or new product area can find a
suitable going concern. It may avoid many of risks associated with a design; manufacture the sale of
addition or new products. Moreover when a firm expands or extends its product line by acquiring
another firm, it also removes a potential competitor.

Synergism: - The nature of synergism is very simple. Synergism exists when ever the value of the
combination is greater than the sum of the values of its parts. As broadly defined to include any
incremental value resulting from business combination, synergism in the basic economic
justification of merger. The incremental value may derive from increase in either operational or
financial efficiency.

Increased market share

Lower cost of operation and/or production

Higher competitiveness

Industry know how and positioning

Financial leverage

Improved profitability and EPS

The Income Tax Advantages -In some cases, income tax consideration may provide the financial
synergy motivating a merger, e.g. assume that a firm A has earnings before taxes of about rupees
ten crores per year and firm B now break even, has a loss carry forward of rupees twenty crores
accumulated from profitable operations of previous years. The merger of A and B will allow the
surviving corporation to utility the loss carries forward, thereby eliminating income taxes in future
periods.

Other motives for Merger

Merger may be motivated by two other factors that should not be classified under synergism. These are
the opportunities for acquiring firm to obtain assets at bargain price and the desire of shareholders of
the acquired firm to increase the liquidity of their holdings.

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1. Purchase of Assets at Bargain Prices - Mergers may be explained by opportunity to acquire assets,
particularly land mineral rights, plant and equipment, at lower cost than would be incurred if they
were purchased or constructed at the current market prices. Many of the mergers can be financed
by cash tender offers to the acquired firm’s shareholders at price substantially above the current
market. Even so, the assets can be acquired for less than their current casts of construction. The
basic factor underlying this apparently is that inflation in construction costs not fully rejected in
stock prices because of high interest rates and limited optimism by stock investors regarding future
economic conditions.

2. Increased Managerial Skills or Technology - Occasionally a firm will have good potential that is finds
it unable to develop fully because of deficiencies in certain areas of management or an absence of
needed product or production technology. If the firm cannot hire the management or the
technology it needs, it might combine with a compatible firm that has needed managerial,
personnel or technical expertise. Of course, any merger, regardless of specific motive for it, should
contribute to the maximization of owner’s wealth.

3. Acquiring new technology -To stay competitive, companies need to stay on top of technological
developments and their business applications. By buying a smaller company with unique
technologies, a large company can maintain or develop a competitive edge.

Costs of mergers and acquisitions

Mergers and acquisitions can be costly due to the high legal expenses, and the cost of acquiring a new
company that may not be profitable in the short run. This is why a merger or acquisition may be more of
strategic corporate decision than a tactical maneuver. Moreover, if a poison pill unknowingly emerges
after a sudden acquisition of another company's shares, this could render the acquisition approach very
expensive and/or redundant.

• Legal expenses
• Short-term opportunity cost
• Cost of takeover
• Potential devaluation of equity
• Intangible costs
M&A activity can also be exacerbated by the short-term cost of opportunity or opportunity cost. This is
the cost incurred when the same amount of investment could be placed elsewhere for a higher financial
return. Sometimes this cost does not prevent or deter the merger or acquisition because projected long-
term financial benefits outweigh that of the short-term cost.

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Regulatory and Legal Framework

The legal framework of M&A involves study of following acts –

The Companies Act, 1956 - Sections 390 - 396A, 108A, 17, 319 and 42.

SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 1997

The Competition Act, 2002 - Sections 5 and 6 deal with “Combination” and “Regulation of
Combination” respectively.

The Income Tax Act
To pursue the benefits of merger and acquisition, various rules and regulations have been made time to
time. He regulatory or legal aspect of M&A involves following –

Proposal Analysis – Having conceived the idea of amalgamation or merger between two or more
companies the management of respective companies have to look into the pros and cons of the
merger scheme. The prospects of the target firm are evaluated with respect to its overall
contribution after acquisition.

Determination of Exchange Ratio – The merger or acquisition requires exchange of shares. The
exchange ration is to be negotiated.

Approval of the Board of Directors – The scheme of acquisition envoved as the result of
negotiations is put finally before the BoD of the respective companies for their approval.

Approval of Shareholders – The scheme as approved by the respective Boards, is placed before
the shareholders of the respective companies for their approval. Sections 390 to 396A of
Companies Act, 1956 contain provisions regarding amalgamation of two or more companies.
According to Section 391, the scheme should be approved at the meeting of the members or
class of members, as the case may be, of the respective companies representing 3/4th in value
and majority in numbers, whether present in persons or by proxies. In case of acquisition, the
restrictions placed by Section 372 of the Companeis Act 1956 have to be kept in view.

Consideration of Interest of the Creditors – According to Section 391, the scheme should also be
approved by majority of creditors in number and 3/4th in value.

Approval of Court – The scheme of the amalgamation as approved has to be submitted to court
for its approval. The court would approve the scheme only when it is satisfied that the scheme is
just and reasonable for all concerned. An amalgamation scheme will not be approved by the
court unless it has received report from the Registrar of Companies that the affaires of the
company or companies to be wound up, as a result of amalgamation, had not been conducted in
a manner prejudicial to the interests of the members or to the public interest.

Section 394A of the Companies Act, 1956, further provides that before passing as order for sanctioning
of any amalgamation scheme, the court must give notice for every application made to it for this
purpose to the Central Govt. to that effect.

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The provision of the Companies Act and MRTP gives only procedural requirements of an amalgamation
scheme. The actual scheme is designed on the basis of the tax implications that it will have especially
from the view point of the Income Tax. The following are some of the important provisions of the
various tax laws, which affect the amalgamation to be valid under the Income Tax Act –

All properties of the amalgamating company must be transferred to the amalgamated company.

All liabilities of the amalgamating company must be transferred to the amalgamated company

At least 9/10th of the shareholders of the amalgamating company must become the
shareholders of the amalgamated company.
According to Section 34, the amalgamated company can continue to claim future depreciation on the
assets transferred to it under the scheme of amalgamation.
Section 45 and 47 deals with provisions relating to capital gains. The transfer of assets of an
amalgamating company to amalgamated company under a scheme of amalgamation is not considered
to be a transfer for the purpose of capital gains, provided the amalgamated company is an Indian
Company.
Sections 32A, 33 and 33A deals with the investment allowances, development rebate and development
allowance.
Sections 35 and 35A consider the expenditure on scientific research, acquisition of patents rights or
copyrights.
Unabsorbed depreciation and past losses of amalgamating company cannot be carried forward by the
amalgamated company.
According to Section 170, the amalgamating company will have to pay taxes on income upon the date of
amalgamation. The amalgamated company will have to pay taxes after that date. However, in the event
of default by the amalgamating company, the amount of tax not paid will be resourceable from the
amalgamated company. In this way the merger or acquisition takes place.

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M&A Activities in 2006
The India story continued to attract investors from overseas as well as from within India in 2006.
Corporate finance activity in India witnessed 697 deals worth Rs 865 bn (US$ 19 bn) in 2006, a rise of
18% in deal value over last year. The average deal size for 2006 was around Rs 1,241 mn (US$ 28 mn).
The purchase of Hutchison’s Indian telecoms business was the biggest deal of the year.
Information technology, telecom and finance deals have dominated all M&A activity with a share of 48%
of total deal value.

Sector Deal Size

Information Technology 104 deals, totaling Rs 167 bn (US$ 3.7 bn)
Telecom 19 deals, totaling Rs 151 bn (US$ 3.4 bn)
Finance 109 deals, totaling Rs 101 bn (US$ 2.2 bn)
Oil & Gas 15 deals, totaling Rs 80 bn (US$ 1.8 bn)
Pharmaceuticals & healthcare 46 deals, totaling Rs 53 bn (US$ 1.2 bn)

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Sectoral Breakup
Information Technology:
The information technology sector experienced a 115% growth in deal value with some big ticket
acquisitions announced in 2006. The outsourcing segment attracted deals worth 29% of total deal value
of this sector. Deals in the information technology arena have taken place at relatively high PE ratios
with the values ranging from 18 to greater than 40. The takeover of Mphasis BFL by Electronics Data
Systems has happened at 43 times its 2006 profits. The deal size was Rs 16.9 bn (US$ 377 mn).

The largest deal in this sector was the Rs 53.7 bn (US$ 1,194 mn) acquisition of i-Flex Solutions Ltd by
Oracle. Oracle had acquired a controlling stake in i-Flex Solutions from Citigroup in 2005. This year they
attempted to consolidate their holding by acquiring an additional stake through a preferential issue as
well as through a tender offer. The preferential issue was for a 5.23% stake worth Rs 5.8 bn (US$ 129
mn) and the tender offer was for a 35% stake of which they have been able to secure around 28.3% for
some Rs 48 bn (US$ 1,064 mn).
Telecom:

The fast growing Indian telecom market saw a fair amount of consolidation in the first half of 2006. The
Aditya Birla Group bought out the Tata Group in Idea Cellular for Rs 44 bn (US$ 979 mn). Hutchison
Whampoa increased their stake in their Indian subsidiary by 5% by acquiring Rs 20 bn (US$ 450 mn)
worth of shares from the Hindujas, and Telekom Malaysia was finally able to gain a foothold in India by
acquiring a 49% stake in Spice Telecom for Rs 8 bn (US$ 179 mn).

The attractiveness of the telecom business in India is highlighted by the relatively higher average PE
ratio of over 50 in these deals.

Towards the close of the year various private equity players invested Rs 44 bn (US$ 970 mn) in Idea
Cellular for a 34.5% stake. The investors included Providence Equity Partners, TA Associates,
ChrysCapital, Citigroup, and others. Idea Cellular plans to list on the Indian stock exchanges soon so
these investors have a chance to get a big upside. These deals have happened at a PE ratio greater than
60 times the company’s 2006 profits. This offers an opportunity to private equity players to repeat the
success Warburg Pincus had on its investment in Bharti Airtel, which is today India’s leading cellular
telecom company.

Finance:
The Indian financial services sector has attracted a substantial amount of private equity interest. Private
equity investors have contributed 69% of the deal value in the sector. Valuations have also been high
with the average PE ratio around 55 and in some deals this has gone over 100.

The largest deal in this sector was the sale of a 12.9% stake held by Standard Life in Housing
Development Finance Corporation (HDFC) to Citigroup for Rs. 30.4 bn (US$ 675 mn).

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Franklin Templeton took over their Indian subsidiary in the mutual fund business by buying out the 25%
stake held by the Rajan Raheja Group for Rs 4 bn (US$ 89 mn). Franklin Templeton India has assets
under management of Rs 238 bn (US$ 5 bn) as of December 2006.

The other major private equity transaction was the investment of Newbridge Capital in the Shriram
Group. The Shriram Group is a South India based financial services group. Newbridge invested Rs 2.2 bn
(US$ 48.4) in Shriram Holdings (Madras) Ltd, which will give them an effective stake of 49% in the
company after conversion of all instruments.

Oil & Gas:

The large deals in the oil & gas sector were pre IPO placements by two companies: Cairn India and
Reliance Petroleum.
The largest deal was the pre-IPO placement by Cairn India to Petronas International. Petronas invested
Rs 28 bn (US$ 628 mn) for a 9.8% stake. The company raised an additional Rs 5 bn (US$ 118 mn) from
various other investors. The subsequent initial public offering by Cairn India received only a lukewarm
response and the shares listed at a 7.5% discount to the IPO price. Cairn India has oil exploration
interests in Western and Southern India.
In the first half of 2006 the Mukesh Ambani- controlled Reliance Petroleum sold a 10% stake to financial
investors for Rs 27 bn (US$ 600 mn) prior to its IPO. Chevron has also taken a 5% stake in Reliance
Petroleum for Rs 13.5 bn (US$ 300 mn).

Pharmaceuticals & healthcare:

The pharmaceutical sector had private equity investors of up to 19% of total deal value. This relatively
lower investor interest has resulted in lower PE ratios with the average at 18.
The largest deal in the pharmaceuticals sector was the takeover of Matrix Laboratories by Mylan of USA.
Matrix Laboratories was started by N Prasad and colleagues when they took over a small pharmaceutical
company for Rs 80 mn (US$ 1.7 mn) in 2000. Mylan Laboratories paid Rs 24 bn (US$ 539 mn) for a 51.5%
stake and has made a successful tender offer for a further 20% worth Rs 9 bn (US$ 210 mn). Matrix
Laboratories today has sales of Rs 8 bn (US$ 177 mn). This deal took place at a PE of around 26 times its
2006 profits, the highest in this sector.

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Top Deals – Indian Targets

Top Deals – Overseas Targets

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M&A Activities in 2007
2007 turned into a remarkable year for Indian M&A, both at home and abroad. Spending more money
on overseas acquisitions than foreign companies did in their own market, Indian companies have made
their presence felt globally. Domestically 2007 saw another record year of deal activity, with total
mergers and acquisitions (M&A) and private equity (PE) deals up 82% from Rs. 865 bn (US$ 21 bn) in
2006 to Rs. 1,576 bn (US$ 38 bn) in 2007. As well as volume, both number (867 against 697) and
average size of deals also rose significantly.
The real story of the year is overseas, where Indians bought up companies in Europe and the USA,
splashing out some Rs. 1,367 bn (US$ 33 bn).
The largest PE deal of the year was Temasek Holdings, along with ICD, Macquarie, AIF Capital, Citigroup
and India Equity Partners, acquiring a 10% stake in Bharti Infratel, a telecom tower subsidiary of Bharti
Airtel, for Rs. 41 bn (US$ 1 bn).
Other major deals included Goldman Sachs, Swiss Re and Nomura acquiring a 6% stake in ICICI Financial
Services, a financial services holding company, for Rs. 27 bn (US$ 646 mn); and Carlyle acquiring a 6%
stake in HDFC Ltd., a housing finance company, for Rs. 26 bn (US$ 643 mn).
Unlike in the past when growth was led by a few sectors, 2007 has seen a more broadly based activity.
The telecom sector overtook the IT Industry and dominated the M&A scene with a 33% share in the
total deal value. It was followed by finance with a 15% share, cement and building material 7%, oil and
gas 5% and metals 5%. One of the emerging sectors for this year has been aviation, shipping and
logistics accounting for 4% of the total deal value.

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Sector Size of Deal
Telecom 23 deals, totaling Rs 514 bn (US$ 13 bn)
Finance 164 deals, totaling Rs 233 bn (US$ 6 bn)
Cement and building materials 23 deals, totaling Rs 112 bn (US$ 3 bn)
Oil & Gas 16 deals, totaling Rs 85 bn (US$ 2 bn)
Metal 32 deals, totaling Rs 87 bn (US$ 2 bn)

Sectoral Breakup
Telecom:
The largest deal of the sector was Vodafone acquiring a 67% stake in Hutchison Essar, now Vodafone
Essar, India’s fourth largest telecom player. With more than five contenders, including India’s Reliance

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Infocomm, Egypt’s Orascom and Malaysia’s Maxis amongst others, the deal finally concluded in March
2007 after a three month long battle. Vodafone paid Rs. 447 bn (US$ 10.9 bn) for the stake. It also paid a
further Rs. 17 bn (US$ 415 mn) to Essar Group to secure management control of the company.

The second largest deal of the telecom sector was the sale by Bharti of a 9% stake in Bharti Infratel for
Rs. 41 bn (US$ 1 bn). Other companies that sold stakes in their tower businesses included Reliance
Telecom Infrastructure and Aster Infrastructure. Bharti Infratel, Vodafone Essar and Idea Cellular
merged their tower businesses to form a new entity Indu Tower Ltd.

Finance:
The Indian financial services sector continued to attract overseas as well as domestic investments taking
15% of the total deal flow by value and 19% by number. The share of PE deals was over 65%. The largest
deals in the sector were the in the US$ 646 mn investment in ICICI Financial Services and the US$ 644
mn investment in HDFC Ltd.
The securities broking segment was the largest recipient of the investment with a 26% share. Among the
bigger deals were Citigroup Venture Capital’s acquisition of 75% in Sharekhan for Rs. 7 bn (US$ 170 mn)
followed by Orient Global Tamarind Fund acquiring a 6.5% stake in India Infoline for Rs. 5.6 bn (US$ 135
mn) and ICICI Venture and Baring together acquiring 32% stake in Karvy Stock Broking for Rs. 5 bn (US$
122 mn).
The second largest segment to attract investors was the stock exchanges, accounting for a 21% share,
with National Stock Exchange and Bombay Stock Exchange attracting investments worth Rs. 25 bn (US$
608 mn) and Rs. 24 bn (US$ 576 mn) respectively from various PE and trade investors.

Cement and building materials:

The sector made up for 7% of the total deal value out of which 87% was driven by a single acquirer,
Holcim. Holcim strengthened its position in India by increasing its holding in Ambuja Cement from 22%
to 56% through various open market transactions and an open offer for a total investment of Rs. 75 bn
(US$ 1.8 bn). It also increased its stake indirectly by 12% in ACC Cement for Rs. 20 bn (US$ 486 mn).
Imerys from France acquired Ace Refractory from ICICI Ventures for Rs. 6 bn (US$ 134 mn). The average
PE in the sector was 13 x (TTM).

Oil & Gas:

Reliance Industries (RIL) alone accounted for 68% of the total deal value with its two deals. Mukesh
Ambani, along with associates, consolidated his holding in RIL through an issue of convertible warrants
which, upon conversion, would increase his stake to 55% from current 50% in the Company.
RIL enhanced its already strong position in the sector with the merger of Indian Petrochemicals
Corporation (IPCL) into RIL at a deal size of Rs. 42 bn (US$ 1 bn). RIL had acquired 26% in IPCL in 2002
from the government and an additional 20% through a consequent open offer.

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Another important transaction in the sector was by German company Linde AG. Linde increased its
holding in BOC India from 55% to 74% through a preferential allotment of equity shares. It paid
approximately Rs. 6 bn (US$ 146 mn) for the stake.

Metals
The metal sector accounted for 5% of the total deal values. The largest deal in the sector was Vedanta’s
acquisition of a 71% stake in Sesa Goa, 51% from Mitsui & Co and 20% through an open offer, for a total
consideration of Rs. 56 bn (US$ 1.4 bn). Another major transaction was the investment of Rs. 13 bn (US$
320 mn) by Aditya Birla Group companies to consolidate their position in Hindalco Industries through a
preferential allotment.

Other Sectors
The media sector (4%) saw 45 deals and a lot of private equity interest with the largest deal being the
investment of Rs. 11 bn (US$ 259 mn) by Temasek investing in Inx Media, a TV broadcast company.
Other deals included an investment of Rs. 7 bn (US$ 166 mn) by South Asia Entertainment Holdings Ltd.
(a group company of Astro All Asia Networks Plc) in Sun Direct TV for a 20% stake and Blackstone in
Ushodaya Enterprise taking a 26% stake for Rs. 6 bn (US$ 146 mn).
Engineering had a 4% share in total deal value with its largest deal being the acquisition of Anchor
Electricals by Japan based Matsushita for Rs. 20 bn (US$ 488 mn). In the automotive sector (automotives
and auto components 3%) Robert Bosch acquired an additional 9% stake in its subsidiary Motor
Industries Co. through an open offer, for Rs. 14 bn (US$ 330 mn) increasing its holding to 70%. Also
M&M acquired 63% stake in Punjab Tractors for Rs. 14 bn (US$ 340 mn) which increased its share in the
tractors market to 40%.
The aviation sector (2%) saw consolidation with a few large deals. Jet Airways, took over Sahara Airline
and Kingfisher Airlines acquired a significant stake in Deccan Aviation. Separately, the Government
decided to merge the operations of the two state owned carriers, Indian Airlines and Air India.

Top Deals
The largest deal of the year was India’s steel giant Tata Steel acquiring Anglo-Dutch giant Corus. After a
four month long battle Tatas finally defeated the rival bidder CSN, paying a premium of 34% over the
original bid price made in October 2006. Tata Steel paid US$ 12.1 bn for Corus’ 18 mn ton steel capacity.
The deal made Tata Steel the world’s 6th largest steel manufacturer.
Another high-profile, multi-billion dollar deal was by India’s leading copper and aluminum manufacturer
Hindalco. Hindalco spent US$ 3.33 bn to acquire Atlanta based Novelis, a leading aluminum sheet
maker. The deal brought in the readymade cans and screw-caps market in the US with the two most
famous clients — Coca-Cola and Anheuser-Busch. It also provided Hindalco with a significant presence in
the automotive and transportation industry making it one of the world’s largest aluminum rolling
companies.
The third largest cross border deal of the year was Suzlon Energy acquiring Germany based Repower for
US$ 1.8 bn. The deal was finalized only after the withdrawal by the French nuclear energy group Areva

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after four long months. With this acquisition, following the acquisition of component supplier Hansen
last year, Suzlon has further consolidated its position in the international wind energy market.
Some other large cross border deals included Essar Group acquiring Canada based Algoma Steel for US$
1.6 bn and United Spirits acquiring UK based Whyte & Mackay for US$ 1.2 bn.

Top Deals – Indian Targets

Top Deals – Overseas Targets

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M&A Activities in 2008
The year of 2008 was badly affected by the global slowdown. The value of international investment
dropped by over one-third in India. Globally M&A activity recorded a drop of 31%. This is especially
true in the major growth industries of Telecom and Pharma, where consolidation has increased and
seems set to continue.
The total value of M&A and PE deals for the year was down only 4% on 2007, at Rs.1,511 bn (US$ 34 bn)
– the first year to year decrease since 2002-03. Average deal size has survived the general downward
affliction, recording an increase from Rs1.8 bn (US$ 41 mn) to nearer Rs.2.1 bn (US$ 48 mn).
Telecom and Pharma have been stalwarts for India Inc., with the two sectors cumulatively responsible
for almost 50% of this year’s M&A deal value. Japanese acquisitions – telecom major NTT DoCoMo Inc’s
entry into the country via its stake acquisition of Tata Teleservices, and Daiichi Sankyo’s increased stake
in Ranbaxy Laboratories Ltd – have proved to be highlights of the year.
Out of the Rs.1027 bn (US$ 23 bn) that flowed through M&A deals this year, international investment
contributed 65%, whilst domestic deals accounted for 35%.

Sector Deal Size

Telecom 33 deals, totaling Rs.492 bn (US$ 11.2 bn)
Pharmaceuticals and Healthcare 58 Deals, totaling Rs.235 bn (US$ 5.3 bn)
Finance 118 deals, totaling Rs 198 bn (US$ 4.5 bn)
Media 41 deals, totaling Rs.67 bn (US$ 1,5 bn)

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Sectoral Breakup
Telecom:
This sector claimed 33% share of total deal value for the year. The largest deal was NTT DoCoMo’s
Rs.117 bn (US$ 2.7 bn) acquisition of a 26% stake in Tata Teleservices, the single largest deal announced
this year. This investment by the Japanese company points towards the confidence foreign investors
have in the Indian telecom market’s growth prospects – India already has over three times the number
of Japan’s cellular subscribers.
Following in NTT DoCoMo’s footsteps was Telekom Malaysia’s purchase of 14.99% in Idea Cellular for
Rs.72.9 bn (US$ 1.7 bn). Europe did not miss out in the party, as Telenor, the Norwegian firm, picked up
a 60% stake in Unitech wireless for Rs.61.2 bn (US$ 1.4 bn).
Pharmaceuticals and Healthcare:
The Pharmaceuticals & Healthcare sector contributed significantly to this year’s M&A activity,
dominated by the huge Daiichi-Ranbaxy deal. The acquisition of the entire promoter stake (35%) in
Ranbaxy Laboratories by the Japanese Pharma giant Daiichi Sankyo, combined with a preferential share

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issue (11% for Rs.36 bn, US$ 818 mn) and an open offer to outside investors (for up to 20%) was a
landmark acquisition in two ways. Firstly it represents the single largest foreign direct investment into a
publicly listed company in India, and secondly it whetted the appetites of investors for further promoter
sellouts, something previously deemed unlikely at best.
Frensius Kabi’s acquisition for Rs.8.2 bn (US$ 186 mn) of 73.27% of Dabur Pharma Ltd, with a
subsequent 17.62% stake acquired though an open offer for Rs.2.1 bn (US$ 48 mn), was the second
headline deal to take place in the first half of the year.
Finance:
Finance sector had a tough time of it this year. The major deal for the year was HDFC Bank’s acquisition
of Centurion Bank of Punjab, priced at Rs.99.4 bn (US$ 2,3 bn). It accounted for more than half the
sector total by value, making HDFC the 7th largest bank in India. For a single deal to outdo the total value
of deals in H2 by over three times is rare, and signals the severity with which the sector has been hit by
the crisis that began in the US sub-prime mortgage market.
The largest deal in broking segment was HSBC’s 2-staged acquisition in IL&FS Investments Ltd. Initially
HSBC purchased a 73.21% stake in IL&FS for Rs.11 bn (US$ 250 mn), followed by an open offer for an
additional 20% for Rs.2.9 bn (US$ 66 mn).
Media
The sector constituted 4.4% of the total deal value. It saw most of its action in H1, which was
responsible for over 80% of the total deal value. Of this percentage, the two large acquisitions by
Nimesh Kampani and Walt Disney account for 62% of the year’s value. Nimesh Kampani’s invested
Rs.26 bn (US$ 591 mn) in Ushodaya Enterprises, a south India based newspaper publisher.
Walt Disney increased its holding in UTV Software Communications via two transactions. Walt Disney
paid Rs.8 bn (US$ 91 mn) to raise its stake from 14.9% to 32%, followed by an open offer for another
20%, valued at Rs.7 bn (US$ 160 mn). It also invested Rs.1.2 bn (US$ 27 mn) for 15% stake in UTV Global
Broadcasting, a subsidiary of UTV Software.
Other Sectors
There were 59 deals in the Information Technology sector worth Rs.59 bn (US$ 1.3 bn), 3.9% of the total
deal value. The major deal was Tata Consultancy Services Ltd acquiring a 96% stake in Citigroup Global
Services Ltd – Citigroup’s India-based BPO Arm - for Rs.22 bn (US$ 500 mn).
The Power sector (4% share) saw 25 deals worth Rs.61 bn, (US$ 1.4 bn) 61% of the coming through PE
transactions. The largest deal involved Trans-India Acquisitions Corporation that acquired an 80% share
in Solar Semiconductor Ltd for Rs.16.5 bn (US$ 375 mn). The second largest deal was LN Mittal and
Farallon Capital acquiring 28.6% of Indiabulls Power Services for Rs.15.8 bn (US$ 359 mn).
The Real Estate sector witnessed 22 deals, with a combined value of Rs.58 bn (US$ 1.3 bn) – a total deal
value share of 3.9%. The big deals include Ashmore Group acquiring a 35% stake in Sweta Estates Pvt.
Ltd for Rs.24 bn (US$ 545 mn), and Indiabulls Real Estate’s acquisition of Dev Property Development Plc
for Rs.10 bn (US$ 227 mn).

22
Top Overseas Deals
The largest international deal of the year by an Indian company came in the shape of Sterlite Industries’s
acquisition of Asarco for Rs.114.4 bn (US$ 2.6 bn), very closely followed by Oil and Natural Gas
Corporation’s acquisition of 100% of Imperial Energy, which came towards the end of H2. ONGC paid
Rs.114 bn (US$ 2.6 bn) for the UK Company, its largest overseas acquisition to date. The transaction was
not straightforward, with the falling price of crude oil making the offer price appear extremely expensive
– the bid was made when the price of oil was $130 a barrel, a long way from the sub $40 a barrel at year
end – and the Imperial shareholders taking until the last moment to agree to the sale.
Tata Motors flexed its international muscles through its successful bid to acquire Jaguar and Land Rover
from Ford Motors for Rs.94 bn (US $2,1 bn), thus buying its way into the European and US luxury car
markets. It has since paid dearly for the purchase in terms of the Indian parent’s troubles financing the
deal.
GMR Infrastructure Ltd made history for the Indian power sector; the Rs.42 bn (US$ 955 mn) it paid for a
50% stake in the Dutch firm, InterGen NV, made it the largest overseas energy acquisition by an Indian
company. Through this deal GMR hopes to gain leverage in the international power market as well as
increasing its domestic profile in a sector where India demands investment.

Top Deals – Indian Targets

23
Top Deals – Overseas Targets

24
M&A Activities in 2009
After the collapse of Lehman Brothers, every one can feel the tremors of global recession. The effect
was showing on in India too even though the economy showed signs of revival in the latter part of the
year.
The year saw 650 private equity and M&A deals with a total announced value of $16.9 billion. The value
of inbound deals reduced from $13.6 billion in 2007 and $9.7 billion in 2008 to $4.6 billion this year
while the value of outbound deals was $1.8 billion in 2009 compared to $26.8 billion in 2007 and $9.94
billion in 2008.
The year 2009 saw a surge of domestic M&A activity. The value of domestic deals disclosed has
increased to $6.02 billion in 2009 even though the volume of domestic deals has decreased from 207
deals in 2008 to 187 in 2009.
Oil & Gas, Telecom and Pharma, Healthcare & Biotech sectors were the leaders as far as sectoral values
were concerned. These sectors garnered $2.53 billion, $1.78 billion and $1.04 billion worth of deals
respectively. Together, they accounted for as much as 53% of the total M&A deal value during 2009
Top 5 sectors by M&A deal value can be shown as follows –

Sector Deal Size

Energy 26 deals totaling $ 3613 mn
Telecom 20 deals totaling $ 1663 mn
Manufacturing 70 deals totaling $ 1615 mn
IT/ITeS 50 deals totaling $ 1142 mn
Pharmaceuticals & Research 19 deals totaling $ 857 mn
Finance 36 deals totaling $ 721 mn

Sectoral Breakup
Energy:
The largest M&A deal in India was the Reliance Petroleum-Reliance Industries merger. The merger of
Reliance Petroleum and Reliance Industries, valued at INR 83 bn (US$1.7 bn).

25
Aside from the big ticket deals three funds, IDFC Project Equity Co, IFCI VC Fund and UTI picked up
16.62% each in Sabarmati Gas Ltd for a combined INR 779 mn (US$16 mn) in the soul PE deal.
Telecom
Quippo Teleservices Infrastructures’ INR 23.7 bn (US$483 mn) acquisition of a 49% stake in Tata
Teleservices’ Wireless arm led the way. After completion, Quippo Telecom became the second largest
telecom infrastructure company in terms of towers in the country with 18,000 towers.
Information Technology
Tech Mahindra acquired Satyam Computer Services for US$ 591 mn. The major merger and acquisition
outbound deal in IT/ITES sector was US based Oracle Corporation acquiring India’s IT major Sun
Microsystem. The deal involved a transaction of USD 7400 million.
Finance
The major M&A deal that occurred in the BFSI sector was India based Union Bank, BOI acquired 6.78 per
cent stake of MCX Stock Exchange for USD 178.57 million. State Bank of India acquired State Bank of
Indore for US$ 283 mn.
Pharma
French drug maker Sanofi-Aventis will pick up a controlling stake in unlisted Hyderabad-based vaccine
maker Shantha Biotechnics, making it the first big-ticket deal in the Indian biotech sector. It acquired
80% stake in the company.

Top Deals
S.No. Target Buyer Seller Sector Price ($
mn)
1 Reliance Reliance Industries Ltd. Energy 1667
Petroleum Ltd.
2 Shantha Sanofi-aventis BioMerieux SA Pharma 625
Biotechnics Ltd.
3 Mahindra Satyam Tech Mahindra Ltd. IT 591
4 General Motors Shanghai Automotive General Motors Automobile 500
India Pvt. Ltd. Industry Corp. Company
5 REpower Systems Suzlon Energy Ltd. Martifer SGPS Energy 499
AG
6 Wireless TT Info Quippo Telecom Tata Teleservices Telecom 489
Services Ltd. Infrastructure Ltd. (Maharashtra)
Ltd.
7 UnitechWireless Telenor ASA Unitech Ltd. Telecom 475
Ltd.
8 Oil India Ltd. Indian Oil Corporation The Government Energy 450
Ltd., Bharat Petroleum of India
Corp. Ltd., Hindustan
Petroleum Corp.
9 V S Dempo & Co Sesa Goa Ltd. Metals 366

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 Pvt. Ltd.
10 Petroliam Cairn India Ltd. Energy 240
Nasional Berhad
(Petronas)

M&A Activities in 2010

Riding high on its insatiable appetite for foreign assets, India Inc announced merger and acquisition
deals worth a record USD 55 billion this year, including a record number of billion-dollar transactions. So
for this year, the total announced deal value, according to research firm VCCEdge - amounted to USD
54.6 billion, significantly more than the previous high of USD 42 billion achieved in 2007.
This year, corporate India has announced 546 M&A deals. In October USD 390 Million worth of
outbound deals were stuck. Inbound deals where foreign companies acquired Indian businesses
amounted to $100 million. The total value of domestic deals in October 2010 was $40 million.
As per the sector wise the major mergers and acquisitions occurred in telecom, metal & mining and
energy sector. During the first six months of FY ‘11, telecom sector topped the list with 31.51 per cent
share of the total valuation of M&A deals that took place in India, followed by Oil & Gas sector
accounted for 24.08 per cent, Pharma & healthcare sector accounted for 14 per cent while BFSI and
Metals & Ore sector accounted for 9 per cent and 8 per cent respectively.
Other sectors like IT & ITES, steel, consumer non durable, cement, real estate, hospitality, media &
entertainment, consumer durable and healthcare and aviation witnessed 92 M&A deals for an amount
totaling to USD 4.44 billion, contributing only 8.43 per cent share in total M&A deals.
Top M&A Sectors in 2010:

US $ mn
Others
Mining 9%
Banking & 4%
Telecom
Financial Services
8% Oil & Gas
Telecom
32% Pharma & Healthcare
Metals & Ores Metals & Ores
9%
Banking & Financial Services
Mining
Oil & Gas
Pharma & 24% Others
Healthcare
14%

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Sector Volume Deal Size (US $ mn)
Telecom 16 14616
Oil & Gas 8 11273
Pharma & Healthcare 57 6245
Metals & Ores 33 4100
Banking & Financial Services 73 3640
Mining 8 1974
Others 103 4391

Sectoral Breakup
Telecom:
The sector saw the year's biggest deal, with Indian mobile telecoms operator Bharti Airtel, buying Zain
Africa in a $10.7bn deal in May.
Another deal was GTL Infrastructure’s acquisition of Aircel towers. This acquisition was worth about US
$ 1.8 billion and brought GTL Infrastructure to the third position in terms of number of mobile towers –
33000. The money generated gave Aircel the funds for expansion throughout the country and also for
rolling out its 3G services.

Mining:
Led by Vedanta Group firm Sesa Goa's buyout of mining business of VS Dempo, Indian companies saw
16 M&A deals worth $981 million in the mining space in 2009. "Indian metal & mining companies
completed 16 deals worth $981 million in 2009, an increase of 45 per cent in deal count and 173 percent
in deal value as against 2008," E&Y said in the report titled '2009: The Year of Survival and Revival.'

HealthCare:
Abbott’s acquisition of Piramal healthcare solutions: Abbott acquired Piramal healthcare solutions at US
$ 3.72 billion which was 9 times its sales. Though the valuation of this deal made Piramal’s take this
move, Abbott benefited greatly by moving to leadership position in the Indian market.

Energy:

Merger of Reliance Power and RNRL: This deal was valued at US $11 billion and turned out to be one of
the biggest deals of the year. It eased out the path for Reliance power to get natural gas for its power
projects.

Banking & Finance:

The major deal in this sector was ICICI Bank’s acquisition of Bank of Rajasthan. This deal was worth Rs.
3000 crore and it provided synergies to ICICI Bank.

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Top Deals
Deal Size (US $
S.No. Acquirer Target Sector
mn)
1 Bharti Airtel Zain Africa BV Telecom 10700
2 Reliance Power RNRL Oil & Gas 11000
3 GTL Infrastructure Aircel Ltd Telecom 1787
4 Reckitt Benckiser Group
plc Paras Pharmaceuticals Pharma 726
5 Quality Healthcare Asia
Fortis Healthcare Ltd Ltd Pharma 685
6 ICICI Bank Bank of Rajasthan BFSI 667
7 JSW Steel Ltd Ispat Industries Metals & Ores 459
8 Tata Chemicals Ltd British Salt FMCG 143

Top M&A Deals 2006 to 2010 and Analysis

We see that in past 5 years, the most active sectors are telecom, Pharma, oil & gas and metal sectors.
Although, deals are also happening in other sectors like IT/ IT Service and BFSI, they are not as big as
above mentioned areas.

Deal Size ($
Rank M&A Deal Sector Year
Bn)
1 Tata Steel - CORUS Metal 12.2 2007
Oil &
2 Reliance Power - RNRL Gas 11 2010
3 Vodafone - Hutchison Telecom 10.8 2007
4 Bharti - Zain Telecom Telecom 10.7 2010
5 Hindalco - Novelis Metal 6 2007
6 Ranbaxy - Daiichi Sankyo Pharma 4.5 2009
7 Piramal - Abbott Pharma 3.7 2010
Oil &
8 ONGC Videsh - Imperial Gas 2.8 2008
9 Tata Tele - NTT DoCoMo Telecom 2.7 2008
10 Centurian Bank - HDFC Bank Banking 2.4 2008

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Its clear from the below pie chart that among the important deals of last 5 years, the most active sector
is Telecom sector followed by Metal and Oil & Gas Sector.

Deal Size ($ Bn)

4%

12%
Telecom
36%
Oil & Gas
Metal
27% Pharma
Banking

21%

Porter’s Model on Telecom Sector

India continues to be one of the fastest growing telecom markets in the world. Reforms introduced by
successive Indian governments over the last decade have dramatically changed the nature of
telecommunications in the country.

India's teledensity has improved from under 4% in March 2001 to around 53% by the end of
March 2010. Cellular telephony has emerged as the fastest growing segment in the Indian
telecom industry. The mobile subscriber base (GSM and CDMA combined) has grown from
under 2 m at the end of FY00 to touch 584 m at the end of March 2010 (average annual growth
of nearly 76% during this ten year period). Tariff reduction and decline in handset costs has
helped the segment to gain in scale. The cellular segment is playing an important role in the

30
 industry by making itself available in the rural and semi urban areas where teledensity is the
lowest.
The fixed line segment has actually seen a decline in the subscriber base. It has declined to 36.96
m subscribers in March 2010 from 37.96 m in March 2009. The decline was mainly due to
substitution of landlines with mobile phones.
As far as broadband connections (>=256 kbps) are concerned, India currently has a subscriber
base of 8.8 m. It has grown at an average annual growth rate of 40% since 2008. The auction for
broadband wireless license and spectrum has concluded recently. The government is expected
to allocate spectrum before the end of this year. This will further boost the broadband
penetration in the country.

Porter’s 5 forces model analysis on Telecom Sector:

Supply Intense competition has resulted in prompt service to the subscribers.

Demand Given the low tariff environment and relatively low rural and semi urban penetration
levels, demand will continue to remain higher in the foreseeable future across all
the segments.

Barriers to entry High capital investments, well-established players who have a nationwide network,
license fee, continuously evolving technology and lowest tariffs in the world.

Bargaining power Improved competitive scenario and commoditization of telecom services has led to
of suppliers reduced bargaining power for services providers.

Bargaining power A wide variety of choices available to customers both in fixed as well as mobile
of customers telephony has resulted in increased bargaining power for the customers.

Competition Competition has intensified with the entry of new cellular players in circles.
Reduced tariffs have hurt all operators.

PEST Analysis of Telecom Sector

Political Factors – Economic Factors –
• Antitrust Regulations • FDI limit increased to 74%
• Environmental • GDP trends
• Protection Laws • Interest Rates
• Tax Laws • Money Supply
• Special Incentives • Inflation Rates
• Foreign Trade Regulations • Unemployment levels
• Attitudes toward foreign Companies • Price control
• Laws on hiring and promotion • Devaluation / Revaluation
• Stability of government • Cost

Sociocultural Factors – Technological Factors –

• Lifestyle Changes • Total Government spending for Research
• Career expectation & Development
• Consumer activism • Total Industry spending for Research &

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 • Rate of family formation Development
• Growth rate of population • Focus of Technological efforts
• Age distribution of population • Patent Protection
• Regional shift in population • New Products
• Life expectation • Technology transfer from lab to
• Birth rates marketplace
• Productivity improvements through
automation
• Internet availability

Bibliography
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http://www.indiaprline.com/2010/02/24/ma-activity-declines-34-during-2009/
http://www.ventureintelligence.in
http://www.cmie.com/
http://www.helium.com/items/1561489-mergers-and-acquisitions
http://business.mapsofindia.com/india-business/top-indian-business-deals-2009.html
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deals-up-38-fold-during-2010-2011/
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