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There has been multiple media reports about a potential merger of Kotak Mahindra Bank Abhishek Murarka
abhishek.murarka@jmfl.com | +91-22-66303263
(KMB) with Axis Bank (AXSB). While it is impossible to comment on what will happen, it
Jayant Kharote
might be useful to know what the landscape would look like if a merger does happen. We jayant.kharote@jmfl.com | +91-22-66303099
have analysed the potential inclinations and reservations that each of the large private sector Karan Uberoi
banks, viz. ICICI Bank (ICICIBC), HDFC Bank (HDFCB), Indusind Bank (IIB), YES Bank (YES) and karan.uberoi@jmfl.com | Tel: (91 22) 66303082
KMB would have in viewing AXSB as a potential acquisition target. AXSB is currently the third Nikhil Walecha
nikhil.walecha@jmfl.com | Tel: (91 22) 66303027
largest private sector bank in India. A merger with or acquisition of AXSB would alter the
banking landscape and allow the acquirer to leapfrog several years into their individual
planning cycles. This would also be a threat to other banks which would either see a new
challenge from a larger competitor or lose out on a potential opportunity to multiply their
market share. However, a merger would come with its own share of challenges in
integration, management of stressed loans and weakening of profitability profile in the
medium term. The three mid-sized banks, i.e., KMB, IIB and YES each stand to benefit from
the merger in different ways.
Who would be most interested in a merger? Analysing the fit, bank-wise: Five private
banks, viz. ICICIBC, HDFCB, IIB, KMB and YES would be the only contenders for a merger.
Other private banks are too small and Public sector banks are not even in the fray, having
enough battles of their own to fight. AXSB offers a strong retail assets and liabilities
franchise, well-spread branch network, diversified fee income and market leading
efficiency and productivity parameters. However, it comes with a large stressed corporate
portfolio, increasing pace of slippages outside the watch-list and potentially high loan loss
provisioning in FY18E/19E as well. We weigh the challenges and benefits for the banks
above to shorten the list of potential acquirers.
Acquisition of / merger with AXSB – A Quantum leap for all: A merger with or an
acquisition of AXSB would add 4.3% to the acquirers loans market share, 3.4% to their
deposit market share, c.6.6% to the market share in ATMs and similarly for credit cards,
debit cards, mobile transactions, etc. The merger would add many years’ worth of growth
to the balance sheet. For instance, at a loan CAGR of 20%, KMB would take 6.4 years to
reach the post merger scale! The merger would greatly diversify the branch presence by
region (North/South/East/West) and increase rural penetration. An acquirer would get
strong foothold in South Indian region which has higher penetration of regional banks.
Product complentarities and acquisition of large secured retail portfolio would be other
attractions for an acquirer.
Benefits and challenges of the merger with AXSB: The benefits of merging with AXSB
would be much more for the mid-sized banks like KMB, IIB and YES. These would benefit
substantially from the higher savings account (SA) ratio of AXSB. Having achieved critical
scale after a merger, the acquirer could drop their differential SA rates in-line with the
large banks. This would be margin accretive. A large customer base with strong liability
relationships would offer the perfect opportunity to increase the cross-sell intensity. On
the other hand, acquisition of 12.8% of impaired loans and increased risk concentration
would have to be managed. KMB and YES could also face a cost implication as the ratio
of their staff costs per employee is 36%/28% higher than that for AXSB.
Profitability impact and dilution in promoter shareholding: AXSB’s 9MFY17 RoA of 0.6%
and RoE of 6.1% are significantly lower than those for other private banks. The financial JM Financial Research is also available on:
performance in FY18E would still remain weak, despite expectations of a recovery. A Bloomberg - JMFR <GO>,
merger would therefore dilute the performance metrics of other private banks Thomson Publisher & Reuters
substantially over FY18E-19E at least. Integration challenges would probably keep S&P Capital IQ and FactSet
financial performance weaker for longer. Another challenge is the sharp dilution in
Please see Appendix I at the end of this
promoter shareholding of KMB, IIB and YES. While the dilution would be welcome for report for Important Disclosures and
KMB, IIB or YES would have to contend with steep dilution in shareholding. Disclaimers and Research Analyst
Certification.
($mn) FY17E FY18E FY19E FY17E FY18E FY19E FY17E FY18E FY19E
Government Banks
BOB 164 5,677 18 11 8 1.0 0.9 0.8 5.6% 8.9% 11.3% HOLD 187 14%
PNB 140 4,454 8 5 9 0.7 0.6 0.7 8.2% 13.7% 8.1% SELL 112 -20%
SBI (Consolidated) 268 32,056 27 18 10 1.1 1.1 1.0 4.2% 5.9% 9.7% BUY 304 13%
SBI (Standalone) 268 32,056 18 11 11 1.3 1.2 1.1 7.9% 11.6% 10.9% BUY 304 13%
New Private Banks
AXSB 509 18,247 23 15 12 2.1 1.9 1.7 9.5% 13.3% 15.0% BUY 530 4%
HDFCB 1,394 53,470 24 21 17 4.2 3.6 3.1 18.7% 19.0% 19.5% BUY 1492 7%
ICICIBC (Consolidated) 279 24,331 15 13 10 1.6 1.5 1.4 11.7% 12.0% 14.3% BUY 328 18%
ICICIBC (Standalone) 279 24,331 16 19 15 1.7 1.6 1.5 11.7% 9.0% 10.5% BUY 328 18%
KMB (Consolidated) 801 22,073 30 27 23 3.9 3.4 2.9 13.7% 13.6% 14.0% HOLD 900 12%
KMB (Standalone) 801 22,073 43 39 32 5.4 4.8 4.2 13.2% 13.1% 13.9% HOLD 900 12%
YES 1,422 9,022 21 16 11 3.0 2.6 2.5 17.9% 17.1% 24.7% BUY 1610 13%
IIB 1,319 11,825 27 22 17 4.0 3.4 2.9 15.9% 16.9% 18.5% BUY 1572 19%
FY17E FY18E FY19E FY17E FY18E FY19E FY17E FY18E FY19E FY17E FY18E FY19E
Public Sector Banks
SBI (Consolidated) 242 255 276 117 145 180 10 15 26 -38% 51% 74%
SBI (Standalone) 203 228 236 147 163 190 15 25 25 19% 61% 0%
AXSB 239 269 293 190 208 255 22 34 41 -37% 55% 22%
HDFCB 332 383 445 325 374 435 58 68 81 19% 17% 19%
ICICIBC (Consolidated) 171 185 205 144 160 189 19 21 28 10% 11% 31%
ICICIBC (Standalone) 162 174 187 134 150 173 17 15 19 5% -14% 26%
KMB (Consolidated) 208 237 272 208 237 272 27 30 36 41% 13% 18%
KMB (Standalone) 148 168 191 148 168 191 18 21 25 62% 12% 21%
YES 474 541 575 378 455 553 69 87 129 14% 26% 49%
IIB 333 385 449 326 375 439 50 61 77 29% 22% 27%
Exhibit 3. Comparison between banks on a standalone basis (Please refer to relevant Annexures for details of ranking)
HDFCB ICICIBC AXSB KMB IIB YES
Scale Rank (based on Total Assets) 1 2 3 4 6 5
5.7
North 12.2 8.7 12.3
14.6 13.2 19.6 18.0 5.3
West 30.2 25.1 24.3 28.4
Regional Branch 12.6 13.3 42.0
South 18.3 14.3 13.9
distribution: East & N-East 23.1 21.0 35.0 30.9
21.7 21.0 26.2 16.9 22.3
Central 23.2 26.6
8.6
Loan book – Retail vs Retail 39.9 37.0 41.7
48.9 46.3
non-Retail Non-Retail
60.1 51.1 53.7 58.3
63.0
91.4
Exhibit 4. Comparison between banks on a merged basis (Please refer to relevant Annexures for details of ranking)
HDFCB-AXSB ICICIBC-AXSB KMB-AXSB IIB-AXSB YES-AXSB
Scale Rank (based on Total Assets) 1 1 2 3 2
North 11.8
14.0 12.6 22.8 14.4 13.0
West 27.8 24.7 25.3 28.3
Regional Branch 14.9 15.4 14.5 15.3
South 17.3
distribution East & N-East 24.1
21.0 22.2 26.8 21.3 21.0
Central 22.3 25.0 21.6 22.3
38.1 29.9
Loan book – Retail vs Retail 49.3 43.8 42.2
non-Retail Non-Retail 50.7 56.2 57.8 61.9 70.1
GNPA and restructured loans for HDFCB were 1.2% of its loans whereas for AXSB they
were 7.7% of its loans and 12.8% including SDR, 5-25 refinance, watch-list, etc. as of
3QFY17. HDFCB would be inheriting very concentrated positions in large corporate
accounts which are part of consortia lending and will have to devote huge management
bandwidth on resolution of these loans. Its asset quality position and provisioning
requirement would worsen, capitalization would decline and profitability would decline
substantially.
HDFCB’s parent already has a large asset management company (which isn’t a subsidiary
of the bank) and is looking to merge its insurance arm with Max Life where AXSB is a
shareholder. This would present additional complications in case of a deal.
KMB – Several synergies would come into play, but challenges too ( )
KMB would benefit substantially from a merger with AXSB as it would see meaningful jump
in scale, inherit a truly pan-India presence, acquire a large home loan portfolio, SA balances
and reduce promoter shareholding which is a key RBI requirement. The flip side would be the
acquisition of stressed assets which would alter KMBs impaired loan position and
provisioning.
The key benefits from a merger would be:-
Reduction in promoter shareholding from 33.3% currently to 18.6% after the merger
assuming a swap ratio of 3:5 (3shares of KMB for every 5 shares of AXSB).
Huge jump in scale where it would become either the largest or second largest private
bank in India in balance sheet metrics, branches and cards business.
Significant change in liabilities profile with SA ratio increasing c.400bps from the current
position. This would allow KMB to drop differential SA rates to 4%
KMB lags AXSB in several productivity metrics like revenue/employee and CASA/employee
which would improve. Adoption of best practices would boost productivity
Capital utilisation would increase, though not necessarily for quality growth but for
provisioning for stressed corporate. KMB has been overcapitalised which has kept its RoE
subdued. Increased capital utilisation would increase leverage.
The key challenges of the merger would be:- Chances of KMB being an acquirer
Acquisition of a large stressed asset portfolio (12.8% of AXSB’s loans as of 3QFY17) and are high since there are several
increase in risk concentration obvious gains apart from synergy
benefits. Will the bank be willing to
Inheritance of loans underwritten differently than how KMB approaches underwriting. digest the stressed loans though?
KMB might look to let certain types of loans run-off, if they do not gel with KMBs
underwriting philosophy. This would be a drag on overall loan growth for 1-2 years after
a merger
Acquisition of several fee based businesses in debt capital markets, syndication, structured
financing, off-balance sheet financing, etc. which KMB is careful about and which it may
look to discontinue or wind down
Integration of AXSB’s work-force which is several times larger than KMB’s and is trained
under a separate philosophy than KMB’s
Declining return ratios which may take 2-3 years to rebuild to present levels
Increased presence in South, East and North-Eastern India in terms of branches and a
large, pan-India ATM network. At 4,256 branches, it would have the third largest branch
strength after HDFCB and ICICIBC
SA proportion would increase from 21% of deposits to 29% post the merger, an increase
of c.900bps. High CASA ratio would allow IIB to drop its high SA rates to 4%
Acquisition of a large home loan portfolio which IIB does not have currently would make
the retail loan portfolio more secured and diversified.
IIB would acquire a large market share in debt syndication, structured finance, foreign
exchange (both retail and corporate), etc. where it already has meaningful presence.
Wider distribution would provide a fillip to third party fees for IIB, increasing the quantum
considerably.
Productivity of the consolidated entity would improve, best practices can be adopted
Sharp drop in RoA and RoE immediately after the merger. However, AXSB’s PPOP RoA is
still healthy and has not contracted sharply as compared to its own history. From a
The share swap would require a 152% dilution at current market price
YES’s network of 952 branches has higher concentration in Western and Northern India.
Addition of AXSB’s network would increase branch distribution in the South, East and
North-East part of the country
YES has just begun building retail assets organically and these form c.9% of total loans as
of 3QFY17. A combined entity would have retail loans at 30% of total loans. YES would
be able to integrate and build upon AXSB’s existing customer base and retail
infrastructure, intensify cross sell and expand its retail market presence. Inorganic growth
would save YES years of effort in building a sizeable retail market share
Granularity in fee income profile – Higher mix of retail banking fees in AXSB (c.45%)
would complement the lower proportion (20-25%) in YES. YES already has a meaningful
presence in debt capital market, syndication, forex, LC/BG, etc. AXSB’s acquisition would
expand its size and scale meaningfully and help it deepen and widen its share of wallet
with corporate customers.
Capital position of the combined entity would be augmented. CET 1 position would
increase
The promoter shareholding would decline to 7.4% after the merger (assuming swap ratio
of 0.4 shares of YES for each share of AXSB), the dilution required for the share swap at
current market prices would be 199%
YES has always underwritten loans with several structures in place such that the loans are
taken out in case of exigencies. It usually does not provide a plain vanilla term loan.
Acquisition of a large term loan portfolio would require management to consolidate the
same, which would be a drag on growth in the near term.
Exhibit 1. Number of years required to reach post merger scale at various rates of growth
Loan book (3QFY17, Rs mn) Loan CAGRs (%)
(Years) Pre-merger Post-merger 15% 20% 25% 30%
KMB 1,578 5,050 8.3 6.4 5.2 4.4
IIB 1,028 4,499 10.6 8.1 6.6 5.6
YES 1,171 4,643 9.9 7.6 6.2 5.3
Source: Company, JM Financial
Exhibit 2. Total advances for top 6 private banks Exhibit 3. Advances market share
6,000 7.0% Total advances market share - 3Q17
Advances - 3Q17 (Rs. bn) 6.2%
4,987 5.7%
6.0%
5,000 4,575
5.0%
4,000 4.3%
3,472
4.0%
3,000
3.0%
2.0%
2,000 1,578 2.0%
1.3% 1.5%
1,028 1,171
1,000 1.0%
0.0%
0 HDFCB ICICIBC AXSB KMB IIB YES
HDFCB ICICIBC AXSB KMB IIB YES
Source: Company, JM Financial Source: Company, JM Financial
Exhibit 4. Total deposits for top 6 private banks Exhibit 5. Deposit market shares
7,000 Market Share in Total Deposits - 3Q17
Total deposits - 3Q17 7.0%
6,347
6,000 5.8%
6.0%
5,000 4,653
5.0%
4.2%
4,000 3,708
4.0% 3.4%
3,000 3.0%
0 0.0%
HDFCB ICICIBC AXSB KMB IIB YES HDFCB ICICIBC AXSB KMB IIB YES
40,000 2000
31,039 1420
23,060 1062 952
20,000 15,000 1000
- 0
HDFCB ICICIBC AXSB KMB IIB YES HDFCB ICICIBC AXSB KMB IIB YES
Source: Company, JM Financial
Source: Company, JM Financial
5%
4%
3%
2%
1.0% 0.9% 0.9%
1%
0%
HDFCB ICICIBC AXSB KMB IIB YES
Source: Company, JM Financial
IIB, KMB and YES are trying to bridge the gap with their larger peers in cards, POS terminals
and mobile banking. This would be a big attraction since this would catapult the acquirer into
a systemically important scale in the payments and merchant transaction space. Building such
an infrastructure organically would require significant investments over a long period of time.
Banks would also have to outpace their larger peers who would have better scale economies
and an early mover advantage in this business. An acquisition-led increase in the volume and
value of payments and mobile transactions would be revenue accretive, improve customer
retention and expand cross-sell opportunities meaningfully.
Exhibit 9. Debit cards Exhibit 10. Debit cards market share (%)
40,000 6%
35,353 Debit Cards - 2Q17 ( in '000) Market Share 2Q17 - Debit Cards
35,000 4.8%
5%
30,000
24,202 4%
25,000 3.3%
20,000 17,243 3%
2.3%
15,000
2%
10,000
4,164 1% 0.6%
5,000 3,018 0.4%
1,344 0.2%
- 0%
HDFCB ICICIBC AXSB KMB IIB YES HDFCB ICICIBC AXSB KMB IIB YES
Source: Company, JM Financial Source: Company, JM Financial
Exhibit 11. Credit cards Exhibit 12. Credit cards market share
9,000 8,301 Credit cards - 2Q17 ( in '000) 35%
Ma rket Share 2Q17 - Credit Cards
30.4%
8,000
30%
7,000
25%
6,000
5,000 20%
4,062
14.9%
4,000 15%
2,887 10.6%
3,000
10%
2,000
890 5% 3.3%
1,000 505 1.8%
29 0.1%
- 0%
HDFCB ICICIBC AXSB KMB IIB YES HDFCB ICICIBC AXSB KMB IIB YES
Source: Company, JM Financial Source: Company, JM Financial
Exhibit 13. Mobile banking transactions by Value Exhibit 14. Market share in mobile transactions by value
Mobile banking FY16 (Oct '16) - (Rs billions) Mo bile banking market share by Value for FY16 (Oct
220 203.9 20%
18.0% '16)
200 18%
180 16%
153.5 13.5%
160 14%
140
12%
120
10%
100 88.1 7.8%
8%
80
60 6%
40.8 3.6%
40 4%
15.4 1.4%
20 4.9 2% 0.4%
0 0%
HDFCB ICICIBC AXSB KMB IIB YES HDFCB ICICIBC AXSB KMB IIB YES
Source: Company, JM Financial Source: Company, JM Financial
Exhibit 15. Bank-wise branch distribution across regions in India for large PVBs
KMB-
Branch mix (%)
HDFCB ICICIBC AXSB KMB IIB YES AXSB IIB-AXSB YES-AXSB
Central Region 14.6% 12.2% 13.2% 8.7% 18.0% 12.3% 11.8% 14.4% 13.0%
Uttar Pradesh 0.7% 0.7% 1.0% 0.6% 0.5% 1.1% 0.9% 0.9% 1.0%
Madhya Pradesh 2.9% 4.7% 3.9% 2.5% 5.9% 5.1% 3.5% 4.4% 4.2%
Chhattisgarh 1.7% 1.3% 1.9% 1.1% 3.0% 0.4% 1.6% 2.2% 1.5%
Uttarakhand 9.4% 5.5% 6.4% 4.6% 8.6% 5.7% 5.9% 6.9% 6.2%
Eastern Region 10.3% 11.0% 15.6% 5.3% 11.1% 3.7% 12.4% 14.5% 12.8%
West Bengal 4.0% 4.9% 7.0% 2.7% 4.2% 2.2% 5.7% 6.3% 5.9%
Odisha 2.9% 2.9% 4.3% 1.1% 3.0% 0.4% 3.3% 4.0% 3.4%
Bihar 2.0% 1.8% 2.5% 0.8% 1.9% 0.3% 2.0% 2.3% 2.0%
Jharkhand 1.3% 1.2% 1.5% 0.5% 1.8% 0.5% 1.2% 1.6% 1.3%
Others 0.2% 0.2% 0.3% 0.1% 0.2% 0.2% 0.2% 0.3% 0.3%
North Eastern Region 2.2% 2.3% 2.8% 0.4% 3.2% 1.6% 2.1% 2.9% 2.5%
Assam 1.2% 1.4% 1.6% 0.3% 2.3% 0.9% 1.2% 1.8% 1.4%
Others 1.0% 0.9% 1.2% 0.1% 0.9% 0.6% 0.9% 1.1% 1.1%
Northern Region 30.2% 25.1% 24.3% 19.6% 28.4% 42.0% 22.8% 25.3% 28.3%
Delhi 5.9% 3.8% 4.2% 7.1% 3.9% 9.0% 5.1% 4.1% 5.3%
Punjab 10.0% 5.3% 9.0% 4.7% 7.8% 9.0% 7.7% 8.7% 9.0%
Rajasthan 3.7% 9.6% 3.7% 3.8% 7.1% 9.3% 3.7% 4.6% 5.0%
Haryana 7.1% 4.3% 5.8% 3.2% 7.7% 12.1% 5.0% 6.3% 7.2%
Others 3.5% 2.0% 1.6% 0.8% 2.0% 2.5% 1.3% 1.7% 1.8%
Southern Region 21.7% 26.2% 23.2% 35.0% 16.9% 13.9% 26.8% 21.6% 21.0%
Karnataka 5.5% 5.9% 6.0% 12.1% 3.1% 6.1% 7.9% 5.3% 6.0%
Andhra Pradesh 2.8% 2.9% 3.5% 8.1% 2.4% 1.3% 4.9% 3.3% 3.0%
Telangana 4.3% 4.0% 3.4% 6.3% 2.8% 1.7% 4.3% 3.3% 3.0%
Tamil Nadu & Puducherry 5.3% 9.7% 7.4% 6.0% 5.7% 3.2% 7.0% 7.0% 6.4%
Kerala 3.7% 3.7% 2.7% 2.4% 2.7% 1.5% 2.6% 2.7% 2.4%
Western Region 21.0% 23.1% 21.0% 30.9% 22.3% 26.6% 24.1% 21.3% 22.3%
Maharashtra 11.3% 15.2% 11.6% 21.4% 12.8% 17.9% 14.6% 11.9% 13.0%
Gujarat 8.0% 7.1% 9.0% 8.9% 8.4% 7.7% 9.0% 8.8% 8.7%
Others 1.6% 0.9% 0.5% 0.6% 1.1% 1.1% 0.5% 0.7% 0.6%
Total no of branches 4,604 4,469 3,194 1,420 1,062 952 4,614 4,256 4,146
Source: Company, JM Financial
On the other hand, IIB would gain market presence in the South – an extremely credit
intensive market – where it has only 17% of its branches as compared to 20-25% for
competitors. Deeper penetration in markets of Karnataka, Andhra Pradesh and Telangana
would provide access to key markets with high credit-deposit ratio. While IIB’s branch
presence would not be the largest in the meaningful states after such merger, it would
Urban 900 942 757 291 276 195 1048 1033 952
Semi-urban 1446 1343 903 273 223 294 1176 1126 1197
Rural 923 861 518 191 212 140 709 730 658
Total 4604 4469 3194 1420 1062 952 4614 4256 4146
Mix (%)
Metropolitan 29% 30% 32% 47% 33% 34% 36% 32% 32%
Urban 20% 21% 24% 20% 26% 20% 23% 24% 23%
Semi-urban 31% 30% 28% 19% 21% 31% 25% 26% 29%
Rural 20% 19% 16% 13% 20% 15% 15% 17% 16%
Total 100% 100% 100% 100% 100% 100% 100% 100% 100%
Exhibit 18. Merger will increase the customer coverage for combined entity
AXSB KMB IIB YES
High quality large corporates
Mid Corporates
SMEs (including Traders)
High Net Worth Individuals
Mass Affluent
Mass Market
NRIs
MNCs
Source: Company, JM Financial. Note: √ Level of Presence
Complementarities in product offerings will provide significant revenue opportunities for the
merged entity. AXSB’s retail business, investment banking business, international exposure
(KMB has very low presence internationally) complements strong commercial banking (vehicle
finance) business and SME oriented product portfolio of KMB. Acquisition of eING Vysya
provided a wider distribution network for KMB’s insurance and asset management
subsidiaries. Addition of a much larger network will add additional avenues of distribution
and cross-sell.
Loan Products
Corporate & Business Banking
Commercial Banking (CV,CE etc)
Consumer Finance
Agriculture/Tractor
Liability products
Deposits – CA
Deposits – SA
Fee based products
Fees (FX, Trade)
Private Banking/ Broking/ IB
Asset Management/ Insurance
Source: Company, JM Financial. Note: √ Level of Presence
Exhibit 20. Loan mix as of 3QFY17 – large retail portfolio to be a key positive
KMB- IIB- YES-
Loan Mix as of 3QFY17 (Rs bn) AXSB KMB IIB YES
AXSB AXSB AXSB
Mortgage loans (housing loans + LAP) 837 250 86 NA 1,088 924 837
SME + Business Banking 429 166 317 138 429 745 567
Large and Mid-corporate (Net) 1,544 482 282 932 2,026 1,827 2,476
Other 84 0 0 84 0 0
Total (Domestic/International included) 3,472 1,578 1,028 1,171 5,050 4,499 4,643
Mortgage loans (housing loans + LAP) 24% 16% 8% NA 22% 21% 18%
Large and Mid-corporate (Net) 44% 31% 27% 80% 40% 41% 53%
Other 0% 5% 0% 0% 2% 0% 0%
Total (Domestic/International included) 100% 100% 100% 100% 100% 100% 100%
Source: Company, JM Financial
YES already has a large portion of term loans to corporate and a sizeable corporate bond
portfolio. Addition of AXSB’s portfolios would increase concentration risks. YES would
have to run-down several exposures to reduce such risk.
Deeper corporate relationships would allow the acquirer to widen its share of wallet with
large and mid-corporates
KMB has a large equity capital market and advisory team already. It would have to merge
the two teams and rationalise the work-force. Revenue synergies could be derived from
mutually exclusive corporate relationships of the two teams.
IIB, YES and AXSB have large debt capital market and advisory teams which would
present the opportunity for rationalisation. However, IIB and YES do not have significant
present in equity capital markets which could be bolstered by the acquisition.
With a significantly larger base of liability customers, the acquirer would try to intensify
cross-sell of loan and fee-based products to the new customers. Cross-sell of broking,
asset management and life and general insurance products would expand. The cross-sell
opportunity would be particularly useful for KMB which has its own insurance and asset
management subsidiaries.
All three banks would benefit from the large international presence of AXSB
Exhibit 21. Revenue per branch to improve after the merger Exhibit 22. Productivity of the workforce would also improve
Revenue per branch (ex-rural branches) (Rs. Mn) - FY16 Revenue per employee (Rs. Mn) - FY16
110 105 6.0
106 103 104 5.1
100 5.2 4.9
5.0 4.5 4.6
100 96 96 4.4 4.4
92
4.0 3.4
90 3.1
3.0
80 78
2.0
70 1.0
60 0.0
AXSB
IIB
KMB
HDFCB
YES
KMB-AXSB
ICICIBC
YES-AXSB
IIB-AXSB
AXSB
IIB
HDFCB
KMB
KMB-AXSB
YES
ICICIBC
YES-AXSB
IIB-AXSB
Exhibit 23. Profit per branch would increase Exhibit 24. Profit per employee would increase substantially
PAT per branch (ex-rural branches) (Rs. Mn) - FY16 Profit per employee (Rs. Mn) - FY16
40 2.0
34 35 34 1.7
33 32 1.6 1.7
28 28 1.4 1.4
30 27 1.5 1.3 1.3
1.0
20 17 1.0
0.7
10 0.5
0 0.0
AXSB
IIB
HDFCB
KMB
KMB-AXSB
YES
ICICIBC
YES-AXSB
IIB-AXSB
AXSB
IIB
KMB-AXSB
IIB-AXSB
HDFCB
KMB
YES
ICICIBC
YES-AXSB
Source: Company, JM Financial Source: Company, JM Financial
Exhibit 25. CASA ratios would improve substantially Exhibit 26. CASA market shares
CA % (3Q17) SA % (3Q17) 8% 7.5% CASA deposits 3Q17 - Market Share
60%
45% 50% 46% 45% 7%
50% 48% 42% 44%
6.0%
37% 6%
40% 33%
36% 5% 4.6%
30% 29% 32% 30% 29%
26% 29%
21%
22% 4%
20%
3%
10% 16%
16% 14% 16% 16% 16% 16% 15%
11% 1.6%
2%
0% 1.2% 1.1%
IIB
AXSB
KMB-AXSB
HDFCB
KMB
YES
ICICIBC
YES-AXSB
IIB-AXSB
1%
0%
HDFCB ICICIBC AXSB KMB IIB YES
Source: Company, JM Financial Source: Company, JM Financial
We believe the acquirer would drop their SA rates to 4% post-merger. Differential SA rates
were a method to substantially increase the SA proportion, attract high quality deposits and
use them for ALM, cross-sell, etc. With augmentation in SA proportions to c.30%, the banks
would drop their differential rates as they would have critical mass of SA deposits. Further,
maintaining differential rates would have a disproportionate impact on margins since AXSB’s
SA ratio is larger than their own SA ratios. For example, should KMB increase the SA rate on
the AXSB portfolio, its NIM would drop by 25bps. If it drops the SA rate on its own book, its
NIMs would rise by 8bps.
Exhibit 28. Cost/income: pre- and post-merger (9MFY17) Exhibit 29. Cost to assets: pre- and post-merger (9MFY17)
70 6
61.2 Cost/income Cost/assets
5.0
60 5
47.3 48.7
50 44.0
41.0 40.1 41.2 41.9 40.4 4
40 3.1 3.0
3 2.5
30 2.3
2.0 2.1 2.1 2.1
2
20
10 1
0 0
IIB-AXSB
IIB
ICICBC
AXSB
AXSB
ICICBC
KMB-
AXSB
IIB
AXSB
HDFCB
HDFCB
(Cons)
YES
(Cons)
YES
KMB-
IIB-AXSB
AXSB
AXSB
YES-
YES-
KMB
KMB
Exhibit 30. Gap between AXSB, KMB and YES is large Exhibit 31. Some cost rationalisation opportunities will arise
Staff costs per employee - FY16 (Rs. Mn) O ther opex per branch- FY16 (Rs. Mn)
1.0 30.0
0.9 24.6 23.7
0.9 0.9 25.0 22.8
0.8 22.5 21.3 21.8
0.8 0.7
0.7 0.7 18.7 19.5
0.7 0.7 0.6 20.0 17.3
0.6 0.5
15.0
0.5
0.4 10.0
0.3
0.2 5.0
0.1 0.0
-
ICICIBC
HDFCB
AXSB
IIB
IIB-AXSB
YES
YES-AXSB
KMB
KMB-AXSB
IIB
AXSB
KMB-AXSB
HDFCB
KMB
YES
ICICIBC
IIB-AXSB
YES-AXSB
Exhibit 32. CEB per branch (ex-rural) – FY16 Exhibit 33. Fee / assets (%) – FY16
CEB income per branch (ex rural) - (Rs. Mn) Fee to assets %
40 2.0%
34 1.6%
29 1.6% 1.5%
30 27 27 1.3% 1.3%
27 1.3% 1.2%
23 1.1%
21 21 1.2% 1.0%
0.9%
20
14 0.8%
10
0.4%
0 0.0%
IIB
AXSB
KMB-AXSB
HDFCB
KMB
YES
ICICIBC
YES-AXSB
IIB-AXSB
AXSB
IIB
YES
HDFCB
KMB
KMB-AXSB
ICICIBC
YES-AXSB
IIB-AXSB
Source: Company, JM Financial Source: Company, JM Financial
Iron and Steel 54.3 24% 52.8 26% 16.5 12% 16.6 15%
Services 13.6 6% na na na na na na
Total fun based exposure (FB) 226.3 100% 203.0 100% 137.9 100% 110.9 100%
ADD: Non- Fund Based Exposures (NFB) 26.3 25.6 19.0 16.2
Exhibit 36. Combined asset quality for acquiring bank - (3QFY17) Exhibit 37. Provision coverage ratio post acquisition - (3QFY17)
GNPA (%) Restructured (%) 80%
10%
1.4% 70.1%
8% 70%
66.0%
1.8%
6% 59.8%
1.2% 1.5% 1.4% 59.5% 58.8% 59.1% 59.4%
60% 56.6%
4% 7.9%
0.1%
5.7%
4.7% 4.8% 4.6% 50%
2% 0.1% 47.3%
0.4% 0.4%
2.4%
1.0% 0.9% 0.9%
0%
40%
AXSB
IIB
KMB
HDFCB
KMB-AXSB
YES
ICICIBC
YES-AXSB
IIB-AXSB
ICICIBC
HDFCB
KMB
YES
AXSB
IIB
AXSB
AXSB
IIB-AXSB
KMB-
YES-
Exhibit 38. LLP (9MFY17 annualised %) Exhibit 39. Slippages for 9MFY17
6.0% 9.0%
7.2% 7.2%
4.7% 7.5%
4.5% 6.0% 5.9%
3.8% 6.0% 5.3%
4.5%
3.0%
2.3% 2.2%
2.1% 3.0%
YES
ICICIBC
KMB
YES-AXSB
IIB
AXSB
AXSB
IIB-AXSB
KMB-
HDFCB
YES
ICICIBC
KMB
IIB
AXSB
AXSB
AXSB
AXSB
KMB-
YES-
IIB-
Source: Company, JM Financial Note: LLP for KMB is for the consolidated entity. Source: Company, JM Financial; Slippages for KMB are for the consolidated entity
Exhibit 40. Overall impaired loans as of 3QFY17 Exhibit 41. Trend in Non-watch-list slippages
GNPA (%) Restructured (%) Other impaired (%) Annualised Slippage as a % of Non retail/agri Loan book
15% 4.0%
12.8% 1Q17 2Q17 3Q17
12% 3.5%
10.3% 10.0% 3.1% 3.1%
9.3% 9.6%
3.0%
9% 2.6% 2.7%
2.4%
2.5%
6%
2.0%
2.5% 1.3% 1.3%
3% 1.5% 1.1%
1.1% 1.4% 1.3%
0.9%
1.0%
0%
AXSB
IIB
KMB-AXSB
HDFCB
KMB
YES
ICICIBC
IIB-AXSB
YES-AXSB
0.5%
0.0%
ICICI AXIS SBI
Source: Company, JM Financial Source: Company, JM Financial
Staff expenses would be affected since the staff cost per employee is 36% higher for
KMB and 28% higher for YES as compared to AXSB. KMB/YES will have to bring parity in
the pay structure of both organisations. As discussed earlier, the difference could also be
due to the large number of staff at branches and field officers whose pay would be
relatively lower. Hence the total impact of merger on salary costs may be lesser than
calculated earlier. IIB’s staff expenses per employee are 20% lower than AXSB’s. We
believe it will have to increase salary payouts. The absolute impact for IIB would be much
lower than for KMB or YES in our view.
Provision coverage for the three banks being analysed would be c.60% after a merger.
However, incremental loan loss provisions would increase in FY18E/19E for KMB, IIB and
YES. We currently estimate credit costs of 45bps each for KMB, 62bps each for IIB and
60bps each for YES for FY18E/19E while our estimate for AXSB is 170bps/130bps
respectively.
Other, 9.6%
Kotak Other, Axis Other, Uday
KMB-AXSB
11.6% LIC, 14.5%
10.5% Kotak,
DII, 8.5% Uday Kotak, DII, ING
DII, 12.2% 18.6%
33.3% SUUTI, 10.1% Mauritius
12.0%
LIC, , 2.2%
6.4%
SUUTI,
ING 5.3%
Mauritius,
FII, 44.8% 3.9%
FII, 49.7%
FII,
46.9%
Source: JM Financial
DII, Other,
YES Bank DII, YES-AXSB
26.4% 17.1%
9.3% Other,
10.8%
Promoter
Promoter s, 7.4%
s, 21.8%
LIC,
FII, 9.6%
FII, 47.2% SUUTI,
42.5% 7.9%
Exhibit 47. Share swap ratio and dilution in case of the merger
KMB IIB YES
Outstanding Shares of acquirer bank (mn) 1,841 597 423
Share price (Rs/share) 801 1,319 1,422
Market Capitalisation (Rs mn) 14,74,641 7,88,002 6,01,475
O/s Shares of AXSB Bank (mn) 2349 2349 2349
Share price of AXSB Bank (Rs/share) 509 509 509
Market cap of AXSB Bank (Rs mn) 11,95,641 11,95,641 11,95,641
Premium to market cap of AXSB (%) 0% 0% 0%
3Q17 (Rs. Bn) Relative position in the industry today Rank as compared with remaining banks
HDFCB- ICICIBC-
HDFCB ICICIBC AXSB KMB IIB YES KMB-AXSB IIB-AXSB YES-AXSB
AXSB AXSB
Total Assets 8,280 7,578 5,788 2,018 1,671 1,948 14,068 13,366 7,805 7,459 7,736
- Rank 1 2 3 4 6 5 1 1 2 3 2
Loans 4,950 4,575 3,472 1,578 1,028 1,171 8,422 8,046 5,050 4,499 4,643
- Rank 1 2 3 4 6 5 1 1 1 3 2
Deposits 6,347 4,653 3,708 1,494 1,192 1,324 10,055 8,361 5,201 4,900 5,032
- Rank 1 2 3 4 6 5 1 1 2 2 3
Source: Company, JM Financial
How to read the table: The banks are ranked on total assets, loans and deposits individually.
Then we compare each of the merged entities with the remaining banks. The rank denotes
the relative position for each merged entity as compared to the remaining banks. For
rd
example, IIB-AXSB would be ranked 3 in the industry by total assets and loans but would be
nd
ranked 2 in the industry by deposits as compared to ICICIBC, HDFCB, KMB and YES.
Staff cost/ Employee 0.65 0.68 0.67 0.91 0.54 0.86 0.66 0.67 0.76 0.63 0.72
Rank 2 2 2 6 1 5 2 2 5 1 4
Other Opex/Branch 24.6 17.3 22.5 18.7 23.7 19.5 23.8 19.4 21.3 22.8 21.8
Rank 6 1 4 2 5 3 5 1 2 4 3
Score 8 3 6 8 6 8 7 3 7 5 7
Composite Rank 4 1 2 4 2 4 3 1 3 2 3
Source: Company, JM Financial
How to read the table: The banks are compared on two efficiency parameters above and are
then ranked. For example, IIB with staff cost/employee of Rs0.54mn is ranked one since this is
the lowest among peers. HDFCB has higher other operating expense per branch ratio and is
th
hence ranked 6 . The score is a sum of the ranks. ICIICBC has the lowest score and is hence
nd
ranked 1, AXSB and IIB have the same scores and are ranked 2 . While analysing which will
be the best merger in terms of efficiency, an ICICIBC-AXSB combine would rank the best
followed by IIB-AXSB.
Reveneue/Employee (Rs mn) 4.4 4.5 5.2 3.1 3.4 4.9 4.7 4.8 4.4 4.6 5.1
Rank 4 3 1 6 5 2 2 2 5 4 1
CASA/Employee (Rs '000) 32.9 31.3 35.2 20.2 19.2 29.4 33.7 32.9 29.5 30.1 33.9
Rank 2 3 1 5 6 4 2 3 5 4 1
CASA/Branch (Rs'000) 407.9 371.6 394.6 272.2 245.1 340.5 402.6 380.9 355.3 356.4 382.5
Rank 1 3 2 5 6 4 1 3 5 4 2
Score 7 9 4 16 17 10 5 8 15 12 4
Composite Rank 2 3 1 5 6 4 2 3 5 4 1
Source: Company, JM Financial
How to read the table: The banks are compared on three productivity parameters above and
then ranked. AXSB with revenue/employee of Rs5.2mn is ranked one since this is the highest
th
among peers. IIB has the lowest CASA/.employee ratio and is hence ranked 6 . The score is a
sum of the ranks. The lowest score is then ranked 1, the next is ranked two and so on. The
‘composite rank’ reveals that AXSB scores the best on productivity parameters while a YES-
AXSB combine would be the best in terms of productivity as compared with other mergers.
APPENDIX I
Definition of ratings
Rating Meaning
Buy Total expected returns of more than 15%. Total expected return includes dividend yields.
Hold Price expected to move in the range of 10% downside to 15% upside from the current market price.
Sell Price expected to move downwards by more than 10%
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