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1.MERGER AND ACQUISITION
Mergers and acquisitions (M&A) refers to the aspect of corporate strategy,
corporate finance and management dealing with the buying, selling and
combining of different companies that can aid, finance, or help a growing
company in a given industry grow rapidly without having to create another
business entity. An acquisition, also known as a takeover or a buyout, is the
buying of one company (the target!) by another. "he acquisition process
is very comple# and various studies shows that only
$% acquisitions are successful. An acquisition may be friendly or hostile.
'n a friendly takeover a company!s cooperate in negotiations. 'n the hostile
takeover, the takeover target is unwilling to be bought or the targets board
has no prior knowledge of the offer. Acquisition usually refers to a purchase
of a smaller firm by a larger one. ometimes, however, a smaller firm will
acquire management control of a larger or longer established company and
keep its name for the combined entity. "his is known as a reverse takeover.
Although merger and amalgamation mean the same, there is a small
difference between the two. 'n a merger one company acquires the other
company and the other company ceases to e#ist. 'n an amalgamation, two
or more companies come together and form a new business entity.
Mergers and acquisitions(M&A) and corporate restructuring are a big part
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Horizonta !"r#"r; is the merger of two companies which are
in produce of ame products."his can be again classified intolarge hori
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companies which sells different products but related to the same
category. "his type of merger enables the new company to go in for a
pooling in of their products so as to serve a common market, which
was earlier fragmented among them. "his merger is between two
companies that sell different, but somewhat related products, in a
common market. "his allows the new, larger company to pool their
products and sell them with greater success to the already common
market that the two separate companies shared. "he product e#tension
merger allows the merging companies to group together their products
and get access to a bigger set of consumers. "his ensures that they
earn higher profits.
Con#o!"ration - "wo companies that have no common business
areas. A conglomeration isthe merger of two companies that have no
related products or markets. 'n short, they have no common business
ties. 0onglomerate merger in which merging firms are not competitors,
but use common or related production processes and8or marketing and
distribution channels. 0o generic merger Merger between firms in the
same general industry but having no Mutual buyerseller relationship,
such as a merger between a bank and a leasing company.
(*r$,a'" !"r#"r' - this kind of merger occurs when one company
purchases another. "he purchase is made with cash or through the
issue of some kind of debt instrument2 the sale is ta#able. Acquiring
companies often prefer this type of merger because it can provide them
with a ta# benefit. Acquired assets can be writtenup to the actual
purchase price, and the difference between the book value and the
purchase price of the assets can depreciate annually, reducing ta#es
payable by the acquiring company.
Con'oi)ation !"r#"r' - +ith this merger, a brand new company is
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formed and bothcompanies are bought and combined under the new
entity. "he ta# terms are the same as those of a purchase merger. A
unique type of merger called a reverse merger is used as a way of
going public without the e#pense and time required by an 'B1.
Accretive mergers are those in which an acquiring companys earnings
per share (*B) increase. An alternative way of calculating this is if a
company with a high price to earnings ratio (B8*) acquires one with a
low B8*
.REVIEW OF LITERATURE
1. AN EAMINATION OF /AN0 SECTOR
"his article helps to discuss various regulations which are faced by
banks in order to enter the merger and acquisition phase . 'n the banking
sector, market entry is generally governed by a specific banking
regulator .Actual mergers of equals dont happen very often. Csually,one company will buy another and, as part of the deals terms, simply
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allow the acquired firm to proclaim that the action is a merger of equals,
even if it is technically an acquisition.
2. CHALLENGES THE INDIAN /AN0S FACE
"his article is about the various challenges faced by 'ndian banking
sector. 't discussed the position of banks after merger and acquisition. 't
discusses the challenges such as interest rates risk, credit risk by
private banks. "he first mega merger in the 'ndian banking sector that of
the =/0 >ank with "imes >ank, has created an entity which is the
largest private sector bank in the country.
. MOTIVES FOR MERGERS AND ACQUISITIONS IN THE INDIAN
/AN0ING SECTOR - A NOTE ON O((ORTUNITIES IM(ERATIVES
Decent reports on banking sector often indicate that 'ndia is slowly but
surely moving from a regime of large number of small banks to small
number of large banks. "he aim of this paper is to probe into the various
motivations for mergers and acquisitions in the 'ndian >anking sector.
"hus, literature is reviewed to look into the various motivations behind abanks merger8 acquisition event. Eiven the increasing role of the
economic power in the turf war of nations, the paper looks at the
significant role of the state and the central bank in protecting customers
interests visFvis creating players of international si
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3. MAS IN THE INDIAN /AN0ING SECTOR - STRATEGIC AND
FINANCIAL IM(LICATIONS
Hike all business entities, banks want to safeguard against risks, as well
as e#ploit available opportunities indicated by e#isting and e#pected
trends. M&As in the banking sector have been on the rise in the recent
past, both globally and in 'ndia. 'n this backdrop of emerging global and
'ndian trends in the banking sector, this article illuminates the key issues
surrounding M&As in this sector with the focus on 'ndia. 't seeks to
e#plain the motives behind some M&As that have occurred in 'ndia post
I%%%, analyse the benefits and costs to both parties involved and the
consequences for the merged entity. A look at the future of the 'ndian
banking sector, and some key recommendations for banks, follow from
this analysis.
.DISTINCTION /ETWEEN MERGER 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. +hen one company takes over another and clearly
established itself as the new owner, the purchase is called an acquisition.
/rom a legal point of view, the target companyceases to e#ist,the buyer
@swallows@ the business and the buyers stock continues to be traded.
'n the pure sense of the term, a merger happens when two firms,
often of about the same si
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company rather than remain separately owned and operated. "his kind of
action is more precisely referred to as a @merger of equals.@ >oth
companies stocks are surrendered and new company stock is issued in
its place. /or e#ample, both aimler>en< and 0hrysler ceased to e#ist
when the two firms merged, and a new company, aimler0hrysler, was
created. 'n practice, however, actual mergers of equals dont happen very
often. Csually, one company will buy another and, as part of the deals
terms, simply allow the acquired firm to proclaim that the action is a
merger of equals, even if its technically an acquisition. >eing 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 0*1s
agree that Goining together is in the best interest of both of their
companies. >ut when the deal is unfriendly that is, when the target
company does not want to be purchased it is always regarded as an
acquisition. +hether a purchase is considered a merger or an acquisition
really depends on whether the purchase is friendly or hostile and how it is
announced. 'n other words, the real difference lies in how the purchase is
communicated to and received by the target companys board of
directors,employees and shareholders.
3.MERGERS AND ACQUISITIONS IN INDIA
Merger and acquisitions are on the rise. ?olume of mergers and
acquisitions in 'ndia in I%%J are e#pected to grow two fold from I%%7 and
four times compared to I%%$. 'ndia has emerged as one of the top
countries with respect to merger and acquisition deals.'n I%%J, the first
two months alone accounted for merger and acquisition deals worth K:%
billion in 'ndia. "he estimated figures for the entire year proGected a total
of more than K 5%% billion worth of mergers and acquisitions in 'ndia. "his
is twofold growth from I%%7 and a growth of almost four times from I%%$.
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MERGERS AND ACQUISITIONS IN DIFFERENT SECTORS IN INDIA
ector wise, large volumes of mergers and mergers and acquisitions in
'ndia have occurred in finance, telecom, /M0E, construction materials,
automotives and metals. 'n I%%$ finance topped the list with I% of total
value of mergers and acquisitions in 'ndia taking place in this sector.
"elecom accounted for 57, while /M0E and construction materials
accounted for 59 and 5% respectively. 'n the banking sector,
important mergers and acquisitions in 'ndia in recent years include the
merger between '>' ('ndustrial evelopment bank of 'ndia)and its own
subsidiary '>' >ank. "he deal was worth K 5J:.7 million (Ds. J.7 billion
in 'ndian currency). Another important merger was that between
0enturion >ank and >ank of BunGab. +orth KLI.5 million (Ds. 9.7 billion
in 'ndian currency), this merger led to the creation of the 0enturion >ank
of BunGab with I9$ branches in different regions of 'ndia.
'n the telecom sector, an increase of stakes by ing"el from I7.67 to 9I.L
in >harti "elecom was worth KI$I million (Ds. 5%.6 billion in 'ndian
currency). 'n the /oods and /M0E sector a controlling stake of haw
+allace and 0ompany was acquired by Cnited >reweries Eroup owned by
?iGay Mallya. "his deal was worth K9J5.7 million (Ds. 57.I billion in 'ndian
currency). Another important one in this sector, worth K:L.I million (Ds I.5
billion in 'ndian currency) was the acquisition of 6% stake in +illiamson "ea
Assam by McHeod Dussell 'ndia 'n construction materials 7J stake in
AmbuGa 0ement 'ndia Htd was acquired by =olmic, a wiss company for
K79:.6 million (Ds IJ.9 billion in 'ndian currency).
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4.HDFC /AN0 OVERVIEW
HDFC /an% a$5*ir") C"nt*rion /an% o6
(*n7a8
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=/0 >ank Htd is a maGor 'ndianfinancial servicescompany based in 'ndia,
incorporated in August 566:, after the Deserve >ank of 'ndiaallowed
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establishing private sector banks. "he >ank was promoted by the =ousing
evelopment /inance 0orporation, a premier housing finance company (set
up in 56JJ) of 'ndia. =/0 >ank has 5,JI$ branches and over :,I9I A"Ms, in
JJ6 cities in 'ndia, and all branches of the bank are linked on an online real
time basis. As of 9% eptember I%%L the bank had total assetsof Ds.5%%7.LI
billion. /or the fiscal year I%%L%6, the bank has reported net profit of I,I::.6
crore (CK$%6.$6 million), up :5 from the previous fiscal. "otal annual
earnings of the bank increased by $L reaching at 56,7II.L crore (CK:.:$
billion) in I%%L%6.
HISTOR9 OF HDFC /AN0
=/0 >ank was incorporated in 566: by =ousing evelopment /inance
0orporation Himited (=/0), 'ndias largest housing finance company. 't was
among the first companies to receive an in principle approval from
the Deserve >ank of 'ndia (D>')to set up a bank in the private sector. "he
>ank started operations as a scheduled commercial bank in anuary 566$
under the D>'s liberalisation policies.
"imes >ank Himited (owned by >ennett, 0oleman & 0o. 8 "imes Eroup) was
merged with =/0 >ank Htd., in I%%%. "his was the first merger of two private
banks in 'ndia. hareholders of "imes >ank received 5 share of =/0 >ank
for every $.J$ shares of "imes >ank.
'n I%%L =/0 >ank acquired0enturion >ank of BunGabtaking its total
branches to more than 5,%%%. "he amalgamated bank emerged with a base of
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"he obGective of the Detail >ank is to provide its target market customers a full
range of financial products and banking services, giving the customer a one
stop window for all his8her banking requirements. "he products are backed by
worldclass service and delivered to customers through the growing branch
network, as well as through alternative delivery channels like A"Ms, Bhone
>anking, -et>anking and Mobile >anking.NN OO=/0 >ank was the first bank in
'ndia to launch an 'nternational ebit 0ard in association with ?'A (?'A
*lectron) and issues the Mastercard Maestro debit card as well. "he >ank
launched its credit card business in late I%%5. >y March I%%6, the bank had a
total card base (debit and credit cards) of over 59 million. "he >ank is also
one of the leading players in the Pmerchant acquiringQ business with over
J%,%%% Bointofsale (B1) terminals for debit 8 credit cards acceptance at
merchant establishments.NN "he >ank is well positioned as a leader in various
net based >I0 opportunities including a wide range of internet banking
services for /i#ed eposits, Hoans, >ill Bayments, etc.
TREASUR9
+ithin this business, the bank has three main product areas /oreign
*#change and erivatives, Hocal 0urrency Money Market & ebt ecurities,
and *quities. "hese services are provided through the banks "reasury team.
"o comply with statutory reserve requirements, the bank is required to hold
I$ of its deposits in government securities. "he "reasury business is
responsible for managing the returns and market risk on this investment
portfolio.
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MERGER ANDACQUISITION OF HDFC AND C/O(
CENTURION /AN0 OF (UN=A/
"he C"nt*rion /an% o6 (*n7a8(formerly C"nt*rion /an%) was
an 'ndianprivatesector bank that provided retail and corporate banking
services. 't operated on a strong nationwide franchise of :%9 branches and
had over $,%%% employees. "he >anks shares were listed on the maGor 'ndian
stock e#changesand on the Hu#embourg tock *#change.
1n I9 May I%%L =/0 >ankacquired 0enturion >ank of BunGab.
>.MERGER ACQUISITION OF HDFC AND C/O(
566: 0enturion >ank was incorporated on 9% une 566: and received
its certificate of 0ommencement of >usiness on I% uly. 't was a Goint
venture between I%th 0entury /inance 0orporation and its associates and
Reppel Eroup of ingapore through Rephinance 'nvestment (Mauritius).
0enturion had a network of ten branches, which grew to I6 branches the
ne#t year. 566$ 0enturion >ank amalgamated I%th 0entury /inance 0orporation.
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I%%$ 1n I6 une I%%$, the >oards of irectors of 0enturion >ank and
>ank of BunGab agreed to a merger of the two banks. "he combined bank
took as its name C"nt*rion /an% o6 (*n7a8. >ank of BunGab had been
founded in 566$.
I%%7 0enturion >ank of BunGab acquired Rochibased Hord Rrishna
>ank. Hord Rrishna >ank had been established at Rodungallurin "hrissur
istrict,Rerala in 56:%. uring the 567%s, Hord Rrishna acquired three
commercial banks "hiyya >ank, osna >ank and Rerala Cnion >ank.
I%%L =/0 >ankacquired 0enturion >ank of BunGab.
"he swap ratio is e#pected to be around 5I$9%,Q said a banking source. "he
merger will make =/0 >ank the country!s seventh largest bank after >ank of
'ndia (>o') and ahead of '>' >ank, from the current 5%th position. "he
merger talks between the two banks began in anuary I%%L after the principal
shareholders of 0>oB ; >ank Muscat with 5:.%I per cent
stake, abre 0apital with 9.:L per cent stake and Rephinance 'nvestment
(Mauritius) with 7.59 per cent S decided to e#it.
?.(ro$")*r" o6 /an% M"r#"r
"he procedure for merger either voluntary or otherwise is outlined in
the respective state statutes8 the >anking regulation Act. "he Degistrars,
being the authorities vested with the responsibility of administering the Acts,
will be ensuring that the due process prescribed in the tatutes has been
complied with before they seek the approval of the D>'. "hey would also be
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ensuring compliance with the statutory procedures for notifying the
amalgamation after obtaining the sanction of the D>'.
>efore deciding on the merger, the authorioard approval,
shareholders approval, valuation report etc to Deserve >ank of 'ndia and
other regulatory bodies such ecurity & e#change board of 'ndia (*>') for
their approval.
After obtaining approvals from all the concerned institutions, authori
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officials of both the banks sit together and discuss and finali
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>efore the new organiut what happens to the employees of the two companies3 =ow willthey adGust to the new corporate environment3 +ill some choose to
leave3
+hen a merger is announced, company employees become
concerned about Gob security and rumors start flying creating an
atmosphere of confusion, and uncertainty about change.
Doles, behaviors and attitudes of managers affect employees
adGustment to M&A.
Multiple waves of an#iety and culture clashes are most common
causes of merger failure.
=D plays an important role in anticipating and reducing the impact of
these cultural clashes.
Hack of communication leads to suspicion, demorali
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HIGHLIGHT
THE MERGER- HDFC AND CENTURION /AN0 OF (UN=A/
5) =/0 bank is merged with 0enturion >ank of punGabI) -ew entity is named as P=/0 bank itselfQ.
9) "he merger will strengthen =/0 >anks distribution network in the
northern and the southern regions.
:) HDFC /an% /oar)on I$th /ebruary I%%L approved the acquisition of
0enturion >ank of BunGab (0>oB) for Ds 6,$5% crore.
/ENEFITS FROM THIS DEAL
"he corporate world is a place where only the vigilant, the sharp and
the spontaneous can e#plore their way up the ladder, while the
remaining admire or envy the success of the former . =ere, every
second tests the mental acumen of the professionals by putting them
into various odd situations which demand spontaneous, impromptu
decisions to be crafted, keeping a longterm perspective in sight.
"he e#pected merger of the =/0 >ank with the 0enturion >ank of
BunGab (0>oB) is believed to broaden the scope and reach of =/0 by
crediting to its already welldistributed network. "he =/0 >ank, which
currently spans 'ndia with its chain of J:7 branches, will add to itself
96: branches of the 0>oB to itself, to make its network bigger and
stronger. "he merger talks between the two banks began in anuary
I%%L, after the principal shareholders of 0>oB ; >ank Muscat with5:.%I per cent stake, abre 0apital with 9.:L per cent stake and the
Rephinance 'nvestment (Mauritius) with 7.59 per cent stake decided to
move away from this partnership.
"he =/0 >ank is further e#pected to pay Ds 5%% billion to Ds 5I%
billion in shares for acquiring the 0>oB. 'n what claims to be the largest
ever private bank merger, the share swap ratio stands at 5I6, that is
every shareholder of 0>oB will get one share of =/0 >ank for every
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I6 shares of 0>oB owned. "hough this ratio is believed to have been
worked out after rigorous discussions among the >oard of irectors of
both the banks, it has failed to receive a positive reaction from the
0>oB shareholders. 't has come as a yet another setback for them
after a volatile period witnessing a decline in 0>oB shares and an
unstable management.
"he =/0 >ank which presently enGoys the 5%th position in the list of
largest banks in 'ndia on the basis of assets, and with this merger, will
now witness a Gump to the Jth position. At the same time, the current
stake of =/0 in the 0>oB, which is I9.9L is proGected to fall to
about 56 on completion of the deal.Another important concern that
rises with such mergers is the question of blending the two distinct and
diverse styles of functioning and ensuring a smooth transition to a new
work culture, absorbing the strengths of both the merging companies. 't
is a meticulous task to ensure that the fundamental ways of working
and the ideology of the two companies supplement the growth of each
other rather than leaving any one of the potential organi
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EFFECT OF MERGER AND ACQUISITION OF HDFC AND C/O(
=/0 >anks ability to grow at over 9% per cent annually in the last
nine years, along with superior credit risk management practices, whichhave helped it maintain asset quality, would ensure that it will be
among the least affected in a slowdown.
"he banks focus on technology and superior margins with support
from lowcost deposits will ensure profitable growth in the future.
"he merger of retail focused0enturion >ank of BunGab (0>1B) with
=/0 >ank OEet UuoteN effective May I9, I%%L, will shore up revenues
in the mediumterm. =owever, the synergies from the merger with start
reflecting over 5II: months, and boost profitability. But together, the
gains from organic and inorganic initiatives will help the bank sustain
growth rates in e#cess of its historical average of I69% per cent, and in
a profitable manner.
(OST-MERGER
"he inherent synergies of =/0 >ank and 0>1B in their retail focus
was the driver for the merger, which added around :%% branches to
=/0 >anks branch strength of J7% (as on March I%%L) along with a
5$I% per cent increase in the asset base to more than Ds 5.J lakh
crore. +hile the merger has helped increase the siank, it
has also led to some pressure on key ratios (see Merger *ffects) forthe combined entity2 0>oB ratios were lower than that of =/0 >ank.
"he ne#t pertinent question is the pace of integration, and how fast
=/0 >ank can ramp up efficiency levels of 0>1B to its own
benchmarks.
"he integration plan is on schedule. "he rebranding of 0>1B was
completed in May itself2 training processes to assign all the employees
of 0>1B in their new roles is marching ahead with almost 6% per cent
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of the people retrained. +ith regards the systems, treasury, wholesale
banking and retail loan segments, they have already been integrated
with =/0s platform, while the overall retail banking is e#pected to be
completed in the ne#t two months.
MERGER EFFECTS
Ds crore 0>1B TT
6 Mths
=/0
>ankTT
6 Mths
tandalone
/4 %L
Bostmerger
=5 /4%6
-et 'nt. 'ncome $%$ 9,$L7 $,IIL 9,$6%
1ther 'ncome :$6 5,J9: I,IL9 5,I9J-et Brofit 5I9 5,556 5,$6% 66I
0ost8income () 79.% :6.J :6.6 $$.:
-'M () 9.7 :.9 :.: :.I
0AA () I:.$ $%.6 $$ ::.%
-et -BA () 5.J %.: %.$ %.7
0AD () 55.$ 59.L 59.7 55.:
"he actual benefits will start to filter in the ne#t 5II: months, with improvedproductivity in terms of net revenue (net interest income and other income)
and 0AA (the ratio of low cost deposits to total deposits) growth of 0>oB
branches on par with =/0 outlets. >ut before that to happen, =/0 bank
will have to shoulder the pressure in the mediumterm.
/or instance, on the efficiency front, the cost to income ratio has also
increased from $% per cent in March, I%%L to around $$ per cent in UI /4%6
on the back of higher employee costs and integration costs, post the merger.
"he integration of the two banks technologybased platforms is e#pected to
be completed by the end of this fiscal, and will improve the cost efficiencies
going forward.
Hikewise, the capital adequacy ratio (0AD) dropped to 55.: per cent in UI
/4%62 this can partially be attributed to the merger blues and also organic
growth of loan book. =owever, it is comfortably above the regulatory
requirement of 6 per cent. -otably, 0AD will improve and provide capital for
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future growth, if the promoters e#ercise their right to convert warrants and
infuse Ds 9,$%% crore (warrants already issued, conversion price of Ds 5,$%%
per share, deadline is ecember I%%6).
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@.ACTUAL EFFECT MERGER ACQUISITION
/AN0S /ran$, in M"tro' /ran$, in Non !"tro' TOTAL ATM'
0>oB 5IJ I7J 96: :$I
=/0
>ank
ILJ :7J J$: 55,%LL
MERGED 1 > 11? 113
V Tota 8ran$,") 11?
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V Tota ATMB' an In)ia 113
V D"o'it 8a'" a' aro*n) R'. 1;2 8iion
V N"t a):an$"' o6 aro*n) R'. ?3 8iion.
V T," 8aan$" ',""t 'iz" o6 t," $o!8in") "ntit< a' R'. 1;3
8iion
(o'iti:" i!a$t
V 'ncreased geographical presence
V Decorded growth figures as follows Oby marchI%59N
; -et profit by ::.7 to Ds. :.7 billion
; -et 'nterest 'ncome by J:.6 to Ds.5J.I billion
; Advances grew by J6.L & deposits by 7%.:
N"#ati:" i!a$t
V =igh level of writeoffs due to bad asset quality of 0>oB in
personal loan and I wheeler loans
1.NO(AT an) Co't o6 )"8t o6 HDFC 8an%
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V "he cost of debt is showing a continues increase because of the
monetary policies of the Deserve >ank of 'ndia.
V "he -1BA" of the bank was increasing at a higher rate before merger.
2.T," /"ta an) $o't o6 "5*it< o6 HDFC 8an%
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V "he : years average >eta of =/0 bank before merger was %.79
which is increase to %.JI after merger.
V "he :year average cost of equity before merger was I: which is
decreased by I.5: in past four year after merger (:year average after
merger is I5.L7)
.S,ar" ri$" o6 HDFC /an%
- >efore merger (GanI%%L) Ds.5L%
After merger (MayI%59) Ds.J5L Oincreased by I6L.L6N
0urrent position (sepI%59)Ds.7I5 Oincreased by I:$N
. N"t 'a"' an) N"t ro6it $,art
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1.CONCLUSION
Merger result are satisfactory but merger is took in long term prospective,
following are few more benefit to =/0
Acess to 96: branches of 0>oB and an increased presence in
southern and northern states.
Ereater acess to the -orth (BunGab and =aryana) as well as the south
(particulary kerala), thereby strenghtening its presence in those region.
0boB!s strong M* relationships will complement =/0 bias towards
highly rated corporates thus e#panding =/0!s base.
"he creation of india!s Jthlargest bank, Gust behind public giants like
bank of baroda, bank of india.
'nduction of a strong and capable management team with e#tensive
industry e#perience and proven capabilities.
ue to an influ# of 96:$ branches from 0boB, there will be a
significvant increase in the number of branches for =/0.
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/I/LIOGRA(H9
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