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International Financial Management: Q1. Discuss The Complexities Involved in International Capital Budgeting Answer
International Financial Management: Q1. Discuss The Complexities Involved in International Capital Budgeting Answer
Chapter 12
International Financial Management
Q1. Discuss the complexities involved in International Capital Budgeting
Answer:
Multinational Capital Budgeting has to take into consideration the different
factors and variables which affect a foreign project and are complex in nature
than domestic projects. The factors crucial in such a situation are:
1. Cash flows from foreign projects have to be converted into the currency
of the parent organization.
2. Parent cash flows are quite different from project cash flows
3. Profits remitted to the parent firm are subject to tax in the home country
as well as the host country
4. Effect of foreign exchange risk on the parent firm’s cash flow
5. Changes in rates of inflation causing a shift in the competitive
environment and thereby affecting cash flows over a specific time period
6. Restrictions imposed on cash flow distribution generated from foreign
projects by the host country
7. Initial investment in the host country to benefit from the release of
blocked funds
8. Political risk in the form of changed political events reduce the possibility
of expected cash flows
9. Concessions/benefits provided by the host country ensures the upsurge
in the profitability position of the foreign project
10.Estimation of the terminal value in multinational capital budgeting is
difficult since the buyers in the parent company have divergent views
on acquisition of the project.
Q3. Discuss Adjusting the discount rate and cash flows in International Capital
Budgeting
Answer:
An important aspect in multinational capital budgeting is to adjust cash flows
or the discount rate for the additional risk arising from foreign location of
the project.
Earlier MNCs adjusted the discount rate upwards for riskier projects as they
considered uncertainties in political environment and foreign exchange
fluctuations. The MNCs considered adjusting the discount rate to be popular
as the rate of return of a project should be in conformity with the degree of
risk.
It is not proper to combine all risks into a single discount rate. Political
risk/uncertainties attached to a project relate to possible adverse effects
which might occur in future but cannot be foreseen at present.
− So adjusting discount rates for political risk penalises early cash flows
more than distant cash flows.
− Also adjusting discount rate to offset exchange risk only when
adverse exchange rate movements are expected is not proper since
a MNC can gain from favourable currency movements during the life
of the project on many occasions.
Instead of adjusting discount rate while considering risk it is worthwhile to
adjust cash flows.
Q5. What are the different scenarios involved while evaluating international
investment?
Answer:
1. Foreign company investing in India
2. An Indian Company is investing in foreign country by raising fund in the
same country
3. An Indian Company is investing in foreign country by raising fund in
different country through the mode of Global Depository Receipts (GDRs)
Q7. Write short note on Foreign Currency Convertible Bonds? Also state what
are the advantages and disadvantages of it?
Answer:
✓ A type of convertible bond issued in a currency different than the issuer's
domestic currency.
✓ In other words, the money being raised by the issuing company is in the
form of a foreign currency.
✓ A convertible bond is a mix between a debt and equity instrument.
✓ It acts like a bond by making regular coupon and principal payments,
but these bonds also give the bondholder the option to convert the bond
into stock.
Advantages of FCCBs
(i) The convertible bond gives the investor the flexibility to convert the
bond into equity at a price or redeem the bond at the end of a
specified period, normally three years if the price of the share has
not met his expectations.
(ii) Companies prefer bonds as it leads to delayed dilution of equity and
allows company to avoid any current dilution in earnings per share
that a further issuance of equity would cause.
(iii) FCCBs are easily marketable as investors enjoys option of conversion
into equity if resulting to capital appreciation. Further investor is
assured of a minimum fixed interest earnings.
Disadvantages of FCCBs
(i) Exchange risk is more in FCCBs as interest on bonds would be payable
in foreign currency. Thus companies with low debt equity ratios, large
forex earnings potential only opt for FCCBs.
(ii) FCCBs mean creation of more debt and a forex outgo in terms of
interest which is in foreign exchange.
(iii) In the case of convertible bonds, the interest rate is low, say around 3–
4% but there is exchange risk on the interest payment as well as re-
payment if the bonds are not converted into equity shares. The only
major advantage would be that where the company has a high rate
of growth in earnings and the conversion takes place subsequently, the
price at which shares can be issued can be higher than the current
market price.
Q10. What is the impact of Global Depository Receipts (GDRs) in Indian Capital
Market
Answer:
Since the inception of GDRs a remarkable change in Indian capital market has
been observed as follows:
1. Indian stock market to some extent is shifting from Bombay to
Luxemburg.
2. There is arbitrage possibility in GDR issues.
3. Indian stock market is no longer independent from the rest of the
world. This puts additional strain on the investors as they now need
to keep updated with world wide economic events.
4. Indian retail investors are completely sidelined. GDRs/Foreign
Institutional Investors' placements + free pricing implies that retail
investors can no longer expect to make easy money on heavily
discounted rights/public issues.
As a result of introduction of GDRs a considerable foreign investment has flown
into India.
✓ Indian companies which have opted ECBs issue are Jindal Strips, Reliance,
Essar Gujarat, Sterlite etc.
✓ Indian companies are increasingly looking at Euro-Convertible bond in place
of Global Depository Receipts because GDRs are falling into disfavor among
international fund managers.
✓ An issuing company desirous of raising the ECBs is required to obtain prior
permission of the Department of Economic Affairs, Ministry of Finance, and
Government of India.
✓ The proceeds of ECBs would be permitted only for following purposes:
(i) Import of capital goods.
(ii) Retiring foreign currency debts.
(iii) Capitalizing Indian joint venture abroad.
upon the credit rating of the borrower. Some covenants are laid down by
the lending institution like maintenance of key financial ratios.
5. Euro-bonds: These are basically debt instruments denominated in a
currency issued outside the country of that currency for examples Yen
bond floated in France. Primary attraction of these bonds is the refuge
from tax and regulations and provide scope for arbitraging yields.
6. These are usually bearer bonds and can take the form of
a. Traditional fixed rate bonds.
b. Floating rate Notes.(FRNs)
c. Convertible Bonds.
7. Foreign Bonds: Foreign bonds are denominated in a currency which is
foreign to the borrower and sold at the country of that currency. Such
bonds are always subject to the restrictions and are placed by that country
on the foreigners funds.
8. Euro Commercial Papers: These are short term money market securities
usually issued at a discount, for maturities less than one year.
9. Credit Instruments: The foregoing discussion relating to foreign exchange
risk management and international capital market shows that foreign
exchange operations of banks consist primarily of purchase and sale of
credit instruments. There are many types of credit instruments used in
effecting foreign remittances. They differ in the speed, with which money
can be received by the creditor at the other end after it has been paid in by
the debtor at his end. The price or the rate of each instrument, therefore,
varies with extent of the loss of interest and risk of loss involved. There are,
therefore, different rates of exchange applicable to different types of credit
instruments.
Practical Questions
1. L.B, Inc., is considering a new plant in the Netherlands the plant will cost 26
Million Euros. Incremental cash flows are expected to be 3 Million Euros per
year for the first 3 years, 4 Million Euros the next three, 5 Million Euros in
year 7 through 9, and 6 Million Euros in years 10 through 19, after which the
project will terminate with no residual value. The present exchange rate is 1.90
Euros per $. The required rate of return on repatriated $ is 16%.
a. If the exchange rate stays at 1.90, what is the project’s net present value?
b. If the Euro appreciates to 1.84 for years 1-3, to 1.78 for years 4-6, to 1.72
for years 7-9, and to 1.65 for years 10-19, what happens to the net present
value?
The exchange rate for the currency of the proposed African country is
extremely volatile. Rate of inflation is presently 40% a year. Inflation in India
is currently 10% a year. Management of XY Limited expects these rates likely
to continue for the foreseeable future.
Year 0 1 2 3
Cash flows in Indian `(000) -50,000 -1,500 -2,000 -2,500
Cash flows in African Rands (000) -2,00,000 +50,000 +70,000 +90,000
XY Ltd. Assumes the year 3 nominal cash flows will continue to be earned
each year indefinitely. It evaluates all investments using nominal cash flows
and a nominal discounting rate. The present exchange rate is African Rand 6
to `1. You are required to calculate the net present value of the proposed
investment considering the following:
(i) African Rand cash flows are converted into rupees and discounted at a
risk adjusted rate.
(ii) All cash flows for these projects will be discounted at a rate of 20% to
reflect its high risk.
Year 1 2 3
PVIF @ 20% 0.833 0.694 0.579
------------------------------[May 2013, 10 Marks] --------------------------------
Note: 1. there will be no variation in the exchange rate of two currencies and
all profits will be repatriated, as there will be no withholding tax.
Present Value Interest Factors (PVIF) @ 12% for five years are as below:
Year 1 2 3 4 5
PVIF 0.8929 0.7972 0.7118 0.6355 0.5674
5. Perfect Inc., a U.S. based Pharmaceutical Company has received an offer from
Aidscure Ltd., a company engaged in manufacturing of drugs to cure Dengue,
to set up a manufacturing unit in Baddi (H.P.), India in a joint venture.
As per the Joint Venture agreement, Perfect Inc. will receive 55% share of
revenues plus a royalty @ US $0.01 per bottle. The initial investment will be
`200 crores for machinery and factory. The scrap value of machinery and
factory is estimated at the end of five (5) year to be `5 crores. The machinery
is depreciable @ 20% on the value net of salvage value using Straight Line
Method. An initial working capital to the tune of `50 crores shall be required
and thereafter `5 crores each year.
As per GOI directions, it is estimated that the price per bottle will be `7.50
and production will be 24 crores bottles per year. The price in addition to
inflation of respective years shall be increased by `1 each year. The
production cost shall be 40% of the revenues.
The applicable tax rate in India is 30% and 35% in US and there is Double
Taxation Avoidance Agreement between India and US. According to the
agreement tax credit shall be given in US for the tax paid in India. In both the
countries, taxes shall be paid in the following year in which profit have arisen.
As per the policy of GOI, only 50% of the share can be remitted in the year
in which they are earned and remaining in the following year.
Though WACC of Perfect Inc. is 13% but due to risky nature of the project it
expects a return of 15%.
Determine whether Perfect Inc. should invest in the project or not (from
subsidiary point of view).
The estimated cost of construction would be Nepali Rupee (NPR) 450 crores
and it would be completed in one years time. Half of the construction cost
will be paid in the beginning and rest at the end of year. In addition, working
capital requirement would be NPR 65 crores from the year end one. The
after tax realizable value of fixed assets after four years of operation is
expected to be NPR 250 crores. Under the Foreign Capital Encouragement
Policy of Nepal, company is allowed to claim 20% depreciation allowance
per year on reducing balance basis subject to maximum capital limit of NPR
200 crore. The company can raise loan for theme park in Nepal @ 9%.
The water park will have a maximum capacity of 20,000 visitors per day. On
an average, it is expected to achieve 70% capacity for first operational four
years. The entry ticket is expected to be NPR 220 per person. In addition to
entry tickets revenue, the company could earn revenue from sale of food
and beverages and fancy gift items. The average sales expected to be NPR
150 per visitor for food and beverages and NPR 50 per visitor for fancy gift
items. The sales margin on food and beverages and fancy gift items is 20%
and 50% respectively. The park would open for 360 days a year.
The annual staffing cost would be NPR 65 crores per annum. The annual
insurance cost would be NPR 5 crores. The other running and maintenance
costs are expected to be NPR 25 crores in the first year of operation which
is expected to increase NPR 4 crores every year. The company would
apportion existing overheads to the tune of NPR 5 crores to the park.
All costs and receipts (excluding construction costs, assets realizable value
and other running and maintenance costs) mentioned above are at current
prices (i.e. 0 point of time) which are expected to increase by 5% per year.
The current spot rate is NPR 1.60 per `. The tax rate in India is 30% and in
Nepal it is 20%.
The current WACC of the company is 12%. The average market return is 11%
and interest rate on treasury bond is 8%. The company’s current equity beta
is 0.45. The company’s funding ratio for the Water Park would be 55%
equity and 45% debt.
State whether Its Entertainment Ltd. should undertake Water Park project in
Nepal or not.
For the project an initial investment of Chinese Yuan (CN¥) 30,00,000 will be
in land. The land will be sold after the completion of project at estimated
value of CN¥ 35,00,000. The project also requires an office complex at cost
of CN¥ 15,00,000 payable at the beginning of project. The complex will be
depreciated on straight-line basis over two years to a zero salvage value. This
complex is expected to fetch CN¥ 5,00,000 at the end of project.
The company is planning to raise the required funds through GDR issue in
Mauritius. Each GDR will have 5 common equity shares of the company as
underlying security which are currently trading at `200 per share (Face
Value = `10) in the domestic market. The company has currently paid the
dividend of 25% which is expected to grow at 10% p.a. The total issue cost is
estimated to be 1 percent of issue size.
The annual sales is expected to be 10,000 units at the rate of CN¥ 500 per unit.
The price of unit is expected to rise at the rate of inflation. Variable operating
costs are 40 percent of sales. Fixed operating costs will be CN¥ 22,00,000 per
year and expected to rise at the rate of inflation.
The tax rate applicable in China for income and capital gain is 25 percent and
as per GOI Policy no further tax shall be payable in India. The current spot
rate of CN¥ 1 is `9.50. The nominal interest rate in India and China is 12%
and 10% respectively and the international parity conditions hold
a) Identify expected future cash flows in China and determine NPV of the
project in CN¥.
(i) Expected market price of share at the time of issue of GDR is `250
(Face Value `100)
(ii) 2 Shares shall underly each GDR and shall be priced at 10%
discount to market price.
(iii) Expected exchange rate `60/$.
(iv) Dividend expected to be paid is 20% with growth rate 12%.
Chapter 13
Corporate Valuation
Q1. What is the need for the proper assessment of an enterprises value?
Answer:
1) Information for its internal stakeholders,
2) Comparison with similar enterprises for understanding management efficiency,
3) Future public listing of the enterprise,
4) Strategic planning, for e.g. finding out the value driver of the enterprise, or for a
correct deployment of surplus cash,
5) Ball park price (i.e. an approximate price) for acquisition, etc.
Answer:
2. The concept of Internal▪ IRR is the discount rate that will equate the net present
Rate of Return (IRR) value (NPV) of all cash flows from a particular
investment or project to zero. We can also visualize IRR
as an interest rate that will get the NPVs to equal to the
investment – the higher the IRR of a project, the more
likely it gets selected for further investments.
3. Return on Investment ▪ Simply put, ROI is the return over the investment made
in an entity from a stakeholder point of view. A simple
example would be where the stakeholder has sold
shares valued at 1400, invested initially at 1000; the ROI
would be the return divided by the investment cost,
which would be (1400-1000)/1000 = 40% in this case.
Answer:
This approach looks to overcome the drawbacks of using the asset-backed valuation
approach by referring to the earning potential and using a multiplier - ‘capitalization
rate’.
Earnings can best be depicted by EBITDA (Earnings before interest, taxes, depreciation
and amortization), and capitalization rate will be computed either using the CAPM
model discussed later in this chapter, or as multiples approach.
EAT
Value of the Equity =
Ke
or
EBITDA
Value of the Company =
Ko
Where,
Ke = Cost of Equity , Ko= Cost of Capital
Q6. Write Short note on Enterprise Value Model for Corporate Valuation
Answer:
EV = Market value of common stock + Market value of preferred equity + Market
value of debt + Minority interest - Cash and investments.
✓ The Enterprise Value, or EV for short, is a measure of a company's total value,
often used as a more comprehensive alternative to equity market
capitalization.
✓ Enterprise value is calculated as the market capitalization plus debt, minority
interest and preferred shares, minus total cash and cash equivalents.
Q7. Write Short note on Cash Flow Based Model of Corporate Valuation
Answer:
✓ As opposed to the asset based and income based approaches, the cash flow
approach takes into account the quantum of free cash that is available in future
periods, and discounting the same appropriately to match to the flow’s risk.
✓ Variant of this approach in context of equity has been discussed earlier in the
chapter of Security Valuation.
✓ Simply speaking, if the present value arrived post application of the discount rate
is more than the current cost of investment, the valuation of the enterprise is
Answer:
1. Capital Asset Pricing Model
2. Arbitrage Pricing Theory
[Please refer Portfolio Management Chapter for detailed explanation and
formula]
Answer:
Firms must provide a return to compensate for the risk faced by investors, and even
for a well-diversified investor, this systematic risk will have two causes:
• any beta extrapolated from A's returns will reflect the systematic risk of both
its business and its financial position and would therefore be higher than B's.
Therefore there are two types of beta:
Formula
Logically βAsset is the weighted average of the equity beta and debt beta.
E D
βa = βe ( ) + βd ( )
E + D(1 − t) E + D (1 − t)
However in many situations, βd will be assumed to be zero. This means that the asset
beta formula can be simplified to
E
βa = βe ( )
E + D(1 − t)
βa
= βe
E
( )
E + D (1 − t)
E + D (1 − t)
βe = βa x ( )
E
E D (1 − t)
βe = βa x ( + )
E E
𝐃
𝛃𝐞 = 𝛃𝐚 𝐱 (𝟏 + (𝟏 − 𝐭) )
𝐄
βe = Equity Beta = Levered Beta = βL
𝐃
𝛃𝐋 = 𝛃𝐔 𝐱 (𝟏 + (𝟏 − 𝐭) )
𝐄
The Relative valuation, also referred to as ‘Valuation by multiples,’ uses financial ratios
to derive at the desired metric (referred to as the ‘multiple’) and then compares the
same to that of comparable firms. (Comparable firms would mean the ones having
similar asset and risk dispositions, and assumed to continue to do so over the
comparison period).
In the process, there may be extrapolations set to the desired range to achieve the
target set. To elaborate –
1. Find out the ‘drivers’ that will be the best representative for deriving at the
multiple. Thereby, one can have two sets of multiple based approaches
depending on the tilt of the drivers –
✓ Equity value based multiples, which would comprise of P/E ratio and PEG.
2. Determine the results based on the chosen driver(s) through financial ratios
✓ Choosing the right financial ratio is a vital part of success of this model.
✓ A factor based approach may help in getting this correct – for example – a
firm that generates revenue mostly by exports will be highly influenced by
future foreign exchange fluctuations.
✓ A pure P/E based ratio may not be reflective of this reality, which couldn’t
pre-empt the impacts that Brexit triggered on currency values.
3. Find out the comparable firms, and perform the comparative analysis, and
✓ Arriving at the right mix of comparable firms: This is perhaps the most
challenging of all the steps – No two entities can be same – even if they may
seem to be operating within the same risk and opportunity perimeter.
✓ So, a software company ‘X’ that we are now comparing to a similar sized
company ‘Y’ may have a similar capital structure, a similar operative
environment, and head count size– so far the two firms are on even
platform for returns forecast and beta values.
✓ The comparable firm can either be from a peer group operating within the
same risks and opportunities perimeter, or alternatively can be just take
closely relevant firms and then perform a regression to arrive at the
comparable metrics.
4. Iterate the value of the firm obtained to smoothen out the deviations
✓ It means find out the deviations if any in valuation and make changes to
recalculate the value of the firm
✓ Companies with a higher MVA will naturally become the darlings of the share
market, and would eventually become ‘pricey’ from a pure pricing perspective.
✓ In such cases, the EVA may also sometimes have a slightly negative correlation
as compared to MVA. But this will be a short term phenomenon as eventually
the gap will get closed by investors themselves. A stock going ex-dividend will
exhibit such propensities.
We understand that the EVA is the residual that remains if the ‘capital charge’ is
subtracted from the NOPAT. The ‘residual’ if positive simply states that the profits
earned are adequate to cover the cost of capital.
However, is NOPAT the only factor that affects shareholder’s wealth? The answer
is not a strict ‘no’, but definitely it is ‘inadequate’, as it doesn’t take future earnings
and cash flows into account. In other words, NOPAT is a historical figure, albeit a
good one though, but cannot fully represent for the future potencies of the entity.
More importantly, it doesn’t capture the future investment opportunities (or the
opportunity costs, whichever way you look). SVA looks to plug in this gap by
tweaking the value analysis to take into its forage certain ‘drivers’ that can expand
the horizon of value creation. The key drivers considered are of ‘earnings potential
in terms of sales, investment opportunities, and cost of incremental capital.
The following are the steps involved in SVA computation:
a. Arrive at the Future Cash Flows (FCFs) by using a judicious mix of the ‘value
drivers’
b. Discount these FCFs using the WACC
c. Add the terminal value to the present values computed in step (b)
d. Add the market value of non-core assets
e. Reduce the value of debt from the result in step (d) to arrive at value of
equity.
Case Study 1
The application of ‘valuation’ in the context of the merger of Vodafone with Idea
Cellular Ltd:
The valuation methods deployed by the appointed CA firms for the merger were as follows:
a) Market Value method: The share price observed on NSE (National Stock Exchange) for
a suitable time frame has been considered to arrive at the valuation.
b) Comparable companies’ market multiple method: The stock market valuations of
comparable companies on the BSE and NSE were taken into account.
c) NAV method: The asset based approach was undertaken to arrive at the net asset value
of the merging entities as of 31st December 2016.
Surprisingly, the DCF method was not used for valuation purposes. The reason stated was that the
managements to both Vodafone and Idea had not provided the projected (future) cash flows and
other parameters necessary for performing a DCF based valuation.
The final valuation done using methods a to c gave a basis to form a merger based on the ‘Share
Exchange’ method.
Above information extracted from: ‘Valuation report’ filed by Idea Cellular with NSE
However, let’s see how the markets have reacted to this news – the following article published in
The Hindu Business Line dated 20th March 2017 will give a fair idea of the same:
“Idea Cellular slumped 9.6 per cent as traders said the implied deal price in a planned merger with
Vodafone PLC's Indian operations under-valued the company shares.Although traders had initially
reacted positively to the news, doubts about Idea's valuations after the merger sent shares
downward.
Idea Cellular Ltd fell as much as 14.57 per cent, reversing earlier gains of 14.25 per cent, after the
telecom services provider said it would merge with Vodafone Plc's Indian operations.”
Hence, we can conclude that the valuation methods, though technically correct, may not elicit a
positive impact amongst stockholders. That is because there is something called as ‘perceived
value’ that’s not quantifiable. It depends upon a majority of factors like analyst interpretations,
majority opinion etc.
Case Study 2
Valuation model for the acquisition of ‘WhatsApp’ by Facebook
Facebook announced the takeover of WhatsApp for a staggering 21.8 billion USD in 2015. The key
characteristics of WhatsApp that influenced the deal were –
a) It is a free text-messaging service and with a $1 per year service fee, had 450 million users
worldwide close to the valuation date.
b) 70% of the above users were active users.
c) An aggressive rate of user account increase of 1 million users a day would lead to pipeline
of 1 billion users just within a year’s range.
The gross per-user value would thus, come to an average of USD 55, which included a 4 billion
payout as a sweetener for retaining WhatsApp employees post takeover. The payback for
Facebook will be eventually to monetize this huge user base with recalibrated charges on
international messaging arena. Facebook believes that the future lies in international, cross-
platform communications.
Practical Questions
1. H Ltd. agrees to buy over the business of B Ltd. effective 1st April, 2012.The
summarized Balance Sheets of H Ltd. and B Ltd. as on 31st March 2012 are as
follows:
H Ltd. proposes to buy out B Ltd. and the following information is provided
to you as part of the scheme of buying
(1) The weighted average post tax maintainable profits of H ltd. and B
Ltd. for the last 4 years are `300 crores and `10 Crores respectively
(3) H Ltd. has a contingent liability of `300 crores as on 31st March 2012
You are required to arrive at the value of the shares of both H Ltd. and B Ltd.
under:
2. ABC Company is considering acquisition of XYZ ltd. which has 1.5 crores
shares outstanding and issued. The market price per share is `400 at present.
ABC’s average cost of capital is 12%. Available information from XYZ
indicates its expected cash accruals for the next 3 years as follows.
Year ` in Crores
1 250
2 300
3 400
Calculate the range of valuation that ABC has to consider.
` In lakhs
Sales 70
Material costs 20
Labour costs 12
Fixed costs 10
i. Calculate the value of the business, given that the capitalization rate is
14%.
ii. Determine the market price per equity share, with Eagle Ltd.‘s share
capital being comprised of 1,00,000 13% preference shares of `100 each
and 50,00,000 equity shares of `10 each and the P/E ratio being 10 times.
4. The closing price of LX Ltd. is `24 per share as on 31st March, 2019 on NSE
Ltd. The Price Earnings Ratio was 6. It was found that an amount of `24 Lakhs
as, income and an extra ordinary loss of `9 lakhs were included in the
books of accounts. The existing operations except for the extraordinary items
are expected to continue in future. Further the company has launched a new
product during the year with the following expectations:
(` in Lakhs)
Sales 150
Material Cost 40
Labour Cost 34
Fixed Cost 24
The company has 5,00,000 equity shares of `10 each and 100,000 9% Preference
Shares of `100 each. The Price Earnings Ratio is 6 times. Post tax cost of capital
is 10 % p.a. Tax rate is 34%
You are required to determine:
(i) Existing Profit from old operations
(ii) The value of business
-----------------------------------[May 2019, 5 Marks]------------------------------------
(iii) The market value of equity is three times the book value of equity, while
the market value of debt is equal to the book value of debt.
6. The valuation of Hansel Limited has been done by an investment analyst. Based
on an expected free cash flow of `54 lakhs for the following year and an expected
growth rate of 9 percent, the analyst has estimated the value of Hansel Limited
to be `1800 lakhs. However, he committed a mistake of using the book values
of debt and equity.
The book value weights employed by the analyst are not known, but you know
that Hansel Limited has a cost of equity of 20 percent and post tax cost of debt
of 10 percent. The value of equity is thrice its book value, whereas the market
value of its debt is nine-tenths of its book value. What is the correct value of
Hansel Ltd?
Required:
Estimate the value of WXY Ltd. using Free Cash Flows to Firm (FCFF) &
WACC methodology.
Year 1 2 3
10. Following information are available in respect of XYZ Ltd. which is expected to
grow at a higher rate for 4 years after which growth rate will stabilize at a lower
level: Base year information:
11. Yes Ltd. wants to acquire No Ltd. and the cash flows of Yes Ltd. and the merged
entity are given below:
(` In lakhs)
Year 1 2 3 4 5
Yes Ltd. 175 200 320 340 350
Merged Entity 400 450 525 590 620
Earnings would have witnessed 5% constant growth rate without merger and
(i) Compute the Value of Yes Ltd. before and after merger.
12. BRS Inc deals in computer and IT hardwares and peripherals. The expected
revenue for the next 8 years is as follows:
Year Sales Revenue ($ Million)
1 8
2 10
3 15
4 22
5 30
6 26
7 23
8 30
Additional Information:
a. Its variable expenses is 40% of sales revenue and fixed operating
expenses (cash) are estimated to be as follows:
Period Amount ($ Million)
1-4 Years 1.6
5-8 Years 2
b. An additional advertisement and sales promotion campaign shall be
launched requiring expenditure as per following details:
Period Amount ($ Million)
1 Year 0.50
2-3 Years 1.50
4-6 Years 3.00
7-8 Years 1.00
c. Fixed assets are subject to depreciation at 15% as per WDV method.
d. The company has planned additional capital expenditures (in the
beginning of each year) for the coming 8 years as follows:
Year Sales Revenue ($ Million)
1 0.50
2 0.80
3 2.00
4 2.50
5 3.50
6 2.50
7 1.50
8 1.00
e. Investment in Working Capital is estimated to be 20% of Revenue.
f. Applicable tax rate for the company is 30%.
g. Cost of Equity is estimated to be 16%.
h. The Free Cash Flow of the firm is expected to grow at 5% per
annuam after 8 years.
With above information you are require to determine the:
(i) Value of Firm
(ii) Value of Equity
13. ABC (India) Ltd., a market leader in printing industry, is planning to diversify
into defense equipment businesses that have recently been partially opened up
by the GOI for private sector. In the meanwhile, the CEO of the company wants
to get his company valued by a leading consultants, as he is not satisfied with
the current market price of his scrip.
Required:
Estimate the value of the company and ascertain whether the ruling market
price is undervalued as felt by the CEO based on the foregoing data. Assume
that the cost of equity is 16%, and 30% of debt repayment is made in the year
2014.
You are required to determine whether or not the book value of equity is
expected to grow by 20% per year. Further if you have been appointed by Mr.
Smith as advisor then whether you would suggest to accept the demand of
VenCap of 18 shares instead of 10 or not.
-----------------------------------[RTP May 2014] -----------------------------------
15. Tender Ltd. has earned a net profit of `15 lacs after tax at 30%. Interest cost
charged by financial institutions was `10 lacs. The invested capital is `95 lacs
of which 55% is debt. The company maintains a weighted average cost of
capital of 13%.
Required
a. Compute the operating income.
b. Compute the Economic Value Added (EVA).
c. Tender Ltd. has 6 lac equity shares outstanding. How much dividend
can the company pay before the value of the entity starts declining?
16. RST Ltd.’s current financial year's income statement reported its net income
as `25,00,000. The applicable corporate income tax rate is 30%.
Following is the capital structure of RST Ltd. at the end of current financial
year:
`
Debt (Coupon rate = 11%) 40 lakhs
Equity (Share Capital + Reserves & Surplus) 125 lakhs
Invested Capital 165 lakhs
17. The following data pertains to XYZ Inc. engaged in software consultancy
business as on 31 December 2010
($ Million)
Income from Consultancy 935
EBIT 180
Less: Interest on Loan 18
EBT 162
Tax @ 35% 56.70
105.30
Balance Sheet
Liabilities Amount Assets Amount
Equity Stock (10 100 Land and 200
Million Shares at Building
$10 each)
Reserves and 325 Computers and 295
Surplus Software
Loans 180 Current Assets
Current Liabilities 180 Debtors 150
Bank 100
Cash 40 290
785 785
With the above information and following assumption you are required to
compute
Assuming that:
(i) WACC is 12%.
(ii) The share of company currently quoted at $ 50 each
18. Herbal Gyan is a small but profitable producer of beauty cosmetics using the
plant Aloe Vera. This is not a high-tech business, but Herbal’s earnings have
averaged around `12 lakh after tax, largely on the strength of its patented beauty
cream for removing the pimples.
The patent has eight years to run, and Herbal has been offered `40 lakhs for the
patent rights. Herbal’s assets include `20 lakhs of working capital and `80 lakhs
of property, plant, and equipment. The patent is not shown on Herbal’s books.
Suppose Herbal’s cost of capital is 15 percent. What is its Economic Value
Added (EVA)?
19. Herbal World is a small, but profitable producer of beauty cosmetics using the
plant Aloe Vera. Though it is not a high-tech business, yet Herbal's earnings
have averaged around `18.5 lakh after tax, mainly on the strength of its
patented beauty cream to remove the pimples. The patent has nine years to run,
and Herbal has been offered `50 lakhs for the patent rights. Herbal's assets
include `50 lakhs of property, plant and equipment and `25 lakhs of working
capital. However, the patent is not shown in the books of Herbal World.
Assuming Herbal's cost of capital being 14 percent, calculate its Economic
Value Added (EVA).
------------------------------[Nov 2018, 5 Marks] ---------------------------------
20. ABC Ltd. has divisions A,B& C. The division C has recently reported on annual
operating profit of `20,20,00,000. This figure arrived at after charging `3 crores
full cost of advertisement expenditure for launching a new product. The
benefits of this expenditure is expected to be lasted for 3 years.
The cost of capital of division C is 11% and cost of debt is 8%.
The Net Assets (Invested Capital) of Division C as per latest Balance Sheet is
`60 crore, but replacement cost of these assets is estimated at `84 crore.
You are required to compute EVA of the Division C.
21. With the help of the following information of Jatayu Limited compute the
Economic Value Added:
Capital Structure
Equity Capital of `160 lakhs
Reserves and Surplus `140 Lakhs
10% Debentures `400 Lakhs
Cost of Equity 14%
Financial leverage 1.5 times
Income Tax Rate 30%
22. Consider the following operating information gathered from 3 companies that
are identical except for their capital structures:
P Ltd. Q Ltd. R Ltd.
Total invested capital €100,000 €100,000 €100,000
Debt/assets ratio 0.80 0.50 0.20
Shares outstanding 6,100 8,300 10,000
Before-tax cost of debt 14% 12% 10%
Cost of equity 26% 22% 20%
(a) Compute the weighted average cost of capital, WACC, for each firm.
(b) Compute the Economic Value Added, EVA, for each firm.
(c) Based on the results of your computations in part b, which firm would
be considered the best investment? Why?
(d) Assume the industry P/E ratio generally is 15 ×. Using the industry
norm, estimate the price for each share.
(e) What factors would cause you to adjust the P/E ratio value used in part
d so that it is more appropriate?
23. The following information is given for 3 companies that are identical except for
their capital structure:
Orange Grape Apple
Total invested capital 1,00,000 1,00,000 1,00,000
Debt/assets ratio 0.8 0.5 0.2
Shares outstanding 6,100 8,300 10,000
Pre tax cost of debt 16% 13% 15%
Cost of equity 26% 22% 20%
Operating Income (EBIT) 25,000 25,000 25,000
Net Income 8,970 12,350 14,950
The tax rate is uniform 35% in all cases.
a. Compute the Weighted average cost of capital for each company.
b. Compute the Economic Valued Added (EVA) for each company.
c. Based on the EVA, which company would be considered for best
investment? Give reasons.
d. If the industry PE ratio is 11x, estimate the price for the share of each
company.
e. Calculate the estimated market capitalisation for each of the
Companies.
As per the SEBI guidelines promoters have to restrict their holding to 75% to
avoid delisting from the stock exchange. Board of Directors has decided not to
delist the share but to comply with the SEBI guidelines by issuing Bonus shares
to minority shareholders while maintaining the same P/E ratio.
Calculate
(i) P/E Ratio
(ii) Bonus Ratio
(iii) Market price of share before and after the issue of bonus shares
(iv) Free Float Market capitalization of the company after the bonus shares.
26. ABC Co. is considering a new sales strategy that will be valid for the next 4
years. They want to know the value of the new strategy. Following information
relating to the year which has just ended, is available:
Income Statement `
Sales 20,000
Gross margin (20%) 4,000
Administration, Selling & distribution expense (10%) 2,000
PBT 2,000
Tax (30%) 600
PAT 1,400
Balance Sheet Information
Fixed Assets 8,000
Current Assets 4,000
Equity 12,000
If it adopts the new strategy, sales will grow at the rate of 20% per year for
three years. The gross margin ratio, Assets turnover ratio, the Capital structure
and the income tax rate will remain unchanged.
Depreciation would be at 10% of net fixed assets at the beginning of the year.
The Company’s target rate of return is 15%.
Determine the incremental value due to adoption of the strategy.
27. Using the chop-shop approach (or Break-up value approach), assign a value
for Cranberry Ltd. whose stock is currently trading at a total market price of
€4 million. For Cranberry Ltd, the accounting data set forth three business
segments: consumer wholesale, retail and general centers. Data for the firm's
three segments are as follows:
28. T Ltd. Recently made a profit of `50 crore and paid out `40 crore (slightly
higher than the average paid in the industry to which it pertains). The average
PE ratio of this industry is 9. As per Balance Sheet of T Ltd., the shareholder's
fund is `225 crore and number of shares is 10 crore. In case company is
liquidated, building would fetch `100 crore more than book value and stock
would realize `25 crore less.
The other data for the industry is as follows:
Projected Dividend Growth 4%
Risk Free Rate of Return 6%
Market Rate of Return 11%
Average Dividend Yield 6%
The estimated beta of T Ltd. is 1.2. You are required to calculate value of T
Ltd. using
(i) P/E Ratio
(ii) Dividend Yield
(iii) Valuation as per:
(1) Dividend Growth Model
(2) Book Value
(3) Net Realizable Value
Chapter 14
Mergers, Acquisitions and Corporate
Restructuring
Q1. Define Mergers and Acquisitions
Answer:
Merger
Merger can be defined as “The combination of one or
more corporations or business entities into a single
business entity; the joining of two or more companies to
achieve greater efficiencies of scale and productivity”.
Acquisition
An acquisition or takeover is the purchase of one business
or company by another company or other business entity.
This includes acquiring directly or indirectly shares, voting
rights, assets or control over management or assets of
another enterprise.
Distinction between mergers and acquisitions
When one company takes over another and completely establishes itself as the
new owner, the purchase is called an "acquisition". From a legal point of view,
in an acquisition, the target company still exists as an independent legal entity,
which is controlled by the acquirer.
In the pure sense of the term, a merger happens when two firms agree to go
forward as a single new company rather than remain separately owned and
operated.
Q2. What is the need of Mergers and Acquisitions or why does two companies
get merged?
Answer:
The most common reasons for Mergers and Acquisition (M&A) are:
1. Synergistic operating economics:
a. Synergy May be defined as follows: V (AB) > V(A) + V (B).
4. Growth:
a. Merger and acquisition mode enables the firm to grow at a rate
faster than the other mode viz., organic growth.
b. The reason being the shortening of ‘Time to Market’. The acquiring
company avoids delays associated with purchasing of building, site,
setting up of the plant and hiring personnel etc.
5. Consolidation of Production
a. Capacities and increasing market power: Due to reduced
competition, marketing power increases.
b. Further, production capacity is increased by combined of two or
more plants. The following table shows the key rationale for some
of the well known transactions which took place in India in the
recent past.
Q3. Give some examples of recent mergers and rationale for M & A.
Answer:
Rationale for M & A
Entry into new markets/product • Airtel – Zain Telecom (2010) (Airtel enters
segments 15 nations of African Continent in one shot)
Q4. What are the objectives for which amalgamation may be resorted to?
Answer:
a. Horizontal growth to achieve optimum size, to enlarge the market share,
to curb competition or to use unutilised capacity;
b. Vertical combination with a view to economising costs and eliminating
avoidable sales-tax and/or excise duty;
c. Diversification of business;
d. Mobilising financial resources by utilising the idle funds lying with another
company for the expansion of business. (For example, nationalisation of
banks provided this opportunity and the erstwhile banking companies
merged with industrial companies);
e. Merger of an export, investment or trading company with an industrial
company or vice versa with a view to increasing cash flow;
f. Merging subsidiary company with the holding company with a view to
improving cash flow;
g. Taking over a ‘shell’ company which may have the necessary industrial
licenses etc., but whose promoters do not wish to proceed with the
project..
✓ The difference between the combined value and the sum of the values of
individual companies is usually attributed to synergy.
Value of acquirer + Stand alone Value of target + Value of synergy =
Combined value
✓ There is also a cost attached to an acquisition. The cost of acquisition is
the price premium paid over the market value plus other costs of
integration.
✓ Therefore, the net gain is the value of synergy minus premium paid.
VA = `100
VB = `50
VAB = `175
Where,
VA = Value of Acquirer
VB = Standalone value of target
And, VAB = Combined Value
So, Synergy = VAB – (VA + VB) = 175 - (100 + 50) = 25
If premium is `10, then,
Net gain = Synergy – Premium = 25 – 10 = 15
Q7. What kind of issues are addressed by the Financial Evaluation process in
Merger?
Answer:
✓ Financial analysis is the process of evaluating businesses and other finance-
related entities to determine their performance and suitability.
✓ Typically, financial analysis is used to analyze whether an entity is stable,
solvent, liquid or profitable enough to warrant a monetary investment.
✓ When looking at a specific company, a financial analyst conducts analysis by
focusing on the income statement, balance sheet and cash flow statement.
✓ Financial evaluation addresses the following issues:
a. What is the maximum price that should be for the target company?
b. What are the principal areas of Risk?
c. What are the cash flow and balance sheet implications of the
acquisition? And,
d. What is the best way of structuring the acquisition?
For example, if a target corporation's stock was trading at $10 per share, an
acquirer might offer $11.50 per share to shareholders on the condition that
51% of shareholders agree. Cash or securities may be offered to the target
company's shareholders, although a tender offer in which securities are
offered as consideration is generally referred to as an "exchange offer."
2. Street Sweep: In street sweep the larger number of target company’s shares
are quickly purchased by the acquiring company before it makes an open
offer. Thus, anyhow Target Company has to accept the offer of the takeover
made by the acquiring company. It is also known as market sweep.
3. Bear Hug: A buyout offer so favourable to stockholders of a company
targeted for acquisition that there is little likelihood they will refuse the
offer. Not only does a bear hug offer a price significantly above the market
price of the target company's stock, but it is likely to offer cash payments as
well.
4. Strategic Alliance: SA is a kind of partnership between two entities in which
they take advantage of each other’s core strengths like proprietary
processes, intellectual capital, research, market penetration, manufacturing
and/or distribution capabilities etc. They share their core strengths with
each other. They will have an open door relationship with another entity and
will mostly retain control. The length of the agreement could have a sunset
date or could be open-ended with regular performance reviews. However,
they simply would want to work with the other organizations on a
contractual basis, and not as a legal partnership.
Example: HP and Oracle had a strategic alliance wherein HP recommended
Oracle as the perfect database for their servers by optimizing their servers
as per Oracle and Oracle also did the same.
5. Brand Power: This refers to entering into an alliance with powerful brands
to displace the target’s brands and as a result, buyout the weakened
company.
Q12. What is Divestiture and what are the reasons for divestment or demerger?
Answer:
Divestiture means it means a company selling one of the portions of its divisions
or undertakings to another company or creating an altogether separate company.
There are various reasons for divestment or demerger viz.,
1. To pay attention on core areas of business;
2. The Division’s/business may not be sufficiently contributing to the
revenues;
3. The size of the firm may be too big to handle;
4. The firm may be requiring cash urgently in view of other investment
opportunities.
Q13. Explain the reason for selling the company or Explain the sell side
imperatives.
Answer:
✓ Competitor’s pressure is increasing.
✓ Sale of company seems to be inevitable because company is facing serious
problems like:
a. No access to new technologies and developments
b. Strong market entry barriers. Geographical presence could not be
enhanced
c. Badly positioned on the supply and/or demand side
d. Critical mass could not be realised
e. No efficient utilisation of distribution capabilities
f. New strategic business units for future growth could not be
developed
g. Not enough capital to complete the project
✓ Window of opportunity: Possibility to sell the business at an attractive price
✓ Focus on core competencies
✓ In the best interest of the shareholders – where a large well-known firm
brings-up the proposal, the target firm may be more than willing to give-
up.
4. Equity Carve outs: This is like spin off, however, some shares of the new
company are sold in the market by making a public offer, so this brings
cash. More and more companies are using equity carve-outs to boost
shareholder value. A parent firm makes a subsidiary public through an
initial public offering (IPO) of shares, amounting to a partial sell-off. A new
publicly-listed company is created, but the parent keeps a controlling
stake in the newly traded subsidiary.
A carve-out is a strategic avenue a parent firm may take when one of its
subsidiaries is growing faster and carrying higher valuations than other
businesses owned by the parent. A carve-out generates cash because
shares in the subsidiary are sold to the public, but the issue also unlocks
the value of the subsidiary unit and enhances the parent's shareholder
value.
The new legal entity of a carve-out has a separate board, but in most
carve-outs, the parent retains some control over it. In these cases, some
portion of the parent firm's board of directors may be shared. Since the
parent has a controlling stake, meaning that both firms have common
shareholders, the connection between the two is likely to be strong. That
said, sometimes companies carve-out a subsidiary not because it is doing
well, but because it is a burden. Such an intention won't lead to a
successful result, especially if a carved-out subsidiary is too loaded with
debt or trouble, even when it was a part of the parent and lacks an
established track record for growing revenues and profits.
5. Sale of a Division: In the case of sale of a division, the seller company is
demerging its business whereas the buyer company is acquiring a
business. For the first time the tax laws in India propose to recognise
demergers.
As visible from the above figure, the company's cash pile has been reduced
from `2 crore to `50 lakh after the buyback. Because cash is an asset, this
will lower the total assets of the company from Rs. 5 Crore to `3.5 Crore.
Now, this leads to an increase in the company’s ROA, even though earnings
have not changed. Prior to the buyback, its ROA was 4% but after the
repurchase, ROA increases to 5.71%. A similar effect can be seen in the EPS
number, which increases from 0.20 to 0.22.
Q18. Discuss some of the case studies for Mergers and Demergers
Answer
Case Study 1
Bharti Airtel to buy Loop Mobile for `700 crores
[Rationale for M & A and Valuation – Largest Customer Base]
➢ In February 2014, Bharti Airtel (“Airtel”), a leading global telecommunications services provider with
operations in 20 countries across Asia and Africa has announced to buy Mumbai based Loop Mobile.
Although the price was not stated it is understood to be in the region of around `700 crores.
➢ The proposed association will undergo seamless integration once definitive agreements are signed
and is subject to regulatory and statutory approvals.
➢ Under the agreement, Loop Mobile’s 3 million subscribers in Mumbai will join Airtel’s over 4 million
subscribers, creating an unmatched mobile network in Mumbai.
➢ The merged network will be the largest by customer base in the Mumbai circle. The proposed
transaction will bring together Loop Mobile’s 2G/EDGE enabled network supported by 2,500 plus
cell sites, and Airtel’s 2G and 3G network supported by over 4000 cell sites across Mumbai.
➢ It will also offer subscribers the widest exclusive retail reach with 220 outlets that will enable best
in class customer service.
➢ The agreement will ensure continuity of quality services to Loop Mobile’s subscribers, while offering
them the added benefits of Airtel’s innovative product portfolio and access to superior services,
innovative products like 3G, 4G, Airtel Money, VAS and domestic/international roaming facilities.
➢ Loop Mobile subscribers will become part of Airtel’s global network that serves over 289 million
customers in 20 Countries. Globally, Airtel is ranked as the fourth largest mobile services provider
in terms of subscribers.
➢ (Based on Press release hosted on Bharti Airtel’s website)
Case Study 2
Listed software company X to merge with unlisted company Y
[Rationale for M & A and Valuation – Valuation Analysis]
Company X and company Y were in the software services business. X was a listed company and Y was an
unlisted entity. X and Y decided to merge in order to benefit from marketing. Operational synergies and
economies of scale. With both companies being mid-sized, the merger would make them a larger player,
open new market avenues, bring in expertise in more verticals and wider management expertise. For
company X, the benefit lies in merging with a newer company with high growth potential and for company
Y, the advantage was in merging with a business with track record, that too a listed entity.
The stock swap ratio considered after valuation of the two businesses was 1:1.
Several key factors were considered to arrive at this valuation. Some of them were very unique to the
businesses and the deal:
✓ Valuation based on book value net asset value would not be appropriate for X and Y since they are
in the knowledge business, unless other intangibles assets like human capital, customer
relationships etc. could be identified and valued.
✓ X and Y were valued on the basis of
a) expected earnings b) market multiple.
✓ While arriving at a valuation based on expected earnings, a higher growth rate was considered for
Y, it being on the growth stage of the business life cycle while a lower rate was considered for X,
it being in the mature stage and considering past growth.
✓ Different discount factors were considered for X and Y, based on their cost of capital, fund raising
capabilities and debt-equity ratios.
✓ While arriving at a market based valuation, the market capitalization was used as the starting point
for X which was a listed company. Since X had a significant stake in Z, another listed company, the
market capitalization of X reflected the value of Z as well. Hence the market capitalization of Z had
to be removed to the extent of X’s stake from X’s value as on the valuation date.
✓ Since Y was unlisted, several comparable companies had to be identified, based on size, nature of
business etc. and a composite of their market multiples had to be estimated as a surrogate measure
to arrive at Y’s likely market capitalization, as if it were listed. This value had to be discounted to
remove the listing or liquidity premium since the surrogate measure was estimated from listed
companies.
✓ After arriving at two sets of values for X and Y, a weighted average value was calculated after
allotting a higher weight for market based method for X (being a listed company) and a higher
weight for earnings based method for Y (being an unlisted but growing company).The final values
for X and Y were almost equal and hence the 1:1 ratio was decided.
Case Study 3
Ranbaxy to Bring in Daiichi Sankyo Company Limited as Majority Partner – June 2008
[Rationale for M&A and Valuation – Acquisition at Premium]
Ranbaxy Laboratories Limited, among the top 10 generic companies in the world and India’s largest
pharmaceutical company, and Daiichi Sankyo Company Limited, one of the largest pharmaceutical
companies in Japan, announced that a binding Share Purchase and Share Subscription Agreement was
entered into between Daiichi Sankyo, Ranbaxy and the Singh family, the largest and controlling
shareholders of Ranbaxy (the “Sellers”), pursuant to which Daiichi Sankyo will acquire the entire
shareholding of the Sellers in Ranbaxy and further seek to acquire the majority of the voting capital of
Ranbaxy at a price of Rs737 per share with the total transaction value expected to be between US$3.4
to US$4.6 billion (currency exchange rate: US$1 = Rs43). On the post-closing basis, the transaction would
value Ranbaxy at US$8.5 billion.
The Share Purchase and Share Subscription Agreement has been unanimously approved by the Boards of
Directors of both companies. Daiichi Sankyo is expected to acquire the majority equity stake in Ranbaxy by
a combination of (i) purchase of shares held by the Sellers, (ii) preferential allotment of equity shares, (iii)
an open offer to the public shareholders for 20% of Ranbaxy’s shares, as per Indian regulations, and (iv)
Daiichi Sankyo’s exercise of a portion or all of the share warrants to be issued on a preferential basis. All the
shares/warrants will be acquired at a price of Rs737 per share. This purchase price represents a premium
of 53.5% to Ranbaxy’s average daily closing price on the National Stock Exchange for the three months
ending on June 10, 2008 and 31.4% to such closing price on June 10, 2008.
The deal will be financed through a mix of bank debt facilities and existing cash resources of Daiichi Sankyo.
It is anticipated that the transaction will be accretive to Daiichi Sankyo’s EPS and Operating income before
amortization of goodwill in the fiscal year ending March 31, 2010 (FY2009). EPS and Operating income after
amortization of goodwill are expected to see an accretive effect in FY2010 and FY2009, respectively.
Why would Daiichi Sankyo wanted to aquire majority stake in Ranbaxy, that too at a premium?
Ranbaxy's drive to become a research-based drug developer and major manufacturer has led it straight into
the welcoming arms of Japan's Daiichi Sankyo, that’s why it announced to buy a majority stake in the Indian
pharma company. After Sankyo completes a buyout of the founding Singh family's stake in the company,
Ranbaxy will become a subsidiary operation. The deal is valued at $4.6 billion and will create a combined
company worth about $30 billion. That move positions Daiichi Sankyo to become a major supplier of low-
priced generics to Japan's aging population and accelerates a trend by Japanese pharma companies to enter
emerging Asian markets, where they see much of their future growth. The acquisition stunned investors
and analysts alike, who were caught off guard by a bold move from a conservative player in the industry.
(Source: Fiercebiotech.com)
Also, from a financial and business perspective Ranbaxy’s revenues and bottom lines were continuously on
the rise since 2001; the R&D expenses were stable around 6%. In FY 2007 the company had revenues of
69,822 million INR ($1.5billion) excluding other income. The earnings of the company were well diversified
across the globe; however the emerging world contributed heavily to the revenues (Emerging 54%,
Developed 40%, others 6%). However, the Japan market, with low generics penetration contributed just
$25 million to the top line. The company had just begun to re-orient its strategy in favour of the emerging
markets. The product, patent and API portfolio of the company was strong. The company made 526 product
filings and received 457 approvals globally. The Company than served customers in over 125 countries and
had an expanding international portfolio of affiliates, joint ventures and alliances, operations in 56
countries. (Source: ukessays.com)
Case Study 4
Sun Pharma to acquire Ranbaxy in US$4 billion – April 2014
[Rationale for M&A and Valuation – Acquisition at Premium]
Sun Pharmaceutical Industries Ltd. and Ranbaxy Laboratories Ltd today announced that they have entered
into definitive agreements pursuant to which Sun Pharma will acquire 100% of Ranbaxy in an all-stock
transaction. Under these agreements, Ranbaxy shareholders will receive 0.8 share of Sun Pharma for each
share of Ranbaxy. This exchange ratio represents an implied value of `457 for each Ranbaxy share, a
premium of 18% to Ranbaxy’s 30-day volume-weighted average share price and a premium of 24.3% to
Ranbaxy’s 60-day volume-weighted average share price, in each case, as of the close of business on April 4,
2014. The transaction is expected to represent a tax-free exchange to Ranbaxy shareholders, who are
expected to own approximately 14% of the combined company on a pro forma basis. Upon closing, Daiichi
Sankyo will become a significant shareholder of Sun Pharma and will have the right to nominate one director
to Sun Pharma’s Board of Directors.
What prompted Daiichi Sankyo to decide on divestiture of the Indian Pharma company which it had barely
acquired just about six years ago?
It has been a rocky path for Japanese pharma major Daiichi Sankyo ever since it acquired a 63.5 per cent
stake in Indian drug maker Ranbaxy in June 2008. The Japanese drug-maker was expected to improve
manufacturing process at Ranbaxy, which has a long history of run-ins with drug regulators in the US, its
largest market, going back to 2002. Instead, serious issues persisted, resulting in a ban by the US Food &
Drug Administration on most drugs and pharmaceutical ingredients made in Ranbaxy’s four Indian
manufacturing plants. Soon after the deal was inked, in September 2008, the US drug regulator - Food and
Drug Administration - accused Ranbaxy of misrepresenting data and manufacturing deficiencies. It issued
an import ban on Ranbaxy, prohibiting the export of 30 drugs to the US, within three months after Daiichi
announced the acquisition. Following this, Ranbaxy’s sales in the US shrank almost by a fourth, and its stock
price slumped to over a fifth of the acquisition price. It has since taken Ranbaxy four years to reach a
settlement with the US regulatory authorities. In 2013, The Company agreed to pay a fine of $500 million
after admitting to false representation of data and quality issues at its three Indian plants supplying to the
US market. The company’s problems in the US are far from done with. It continues to face challenges in
securing timely approval for its exclusive products in the US markets. (Source: thehindubusinessline.com)
Why Sun Pharma take interest in acquiring Ranbaxy?
The combination of Sun Pharma and Ranbaxy creates the fifth-largest specialty generics company in the
world and the largest pharmaceutical company in India. The combined entity will have 47 manufacturing
facilities across 5 continents. The transaction will combine Sun Pharma’s proven complex product
capabilities with Ranbaxy’s strong global footprint, leading to significant value creation opportunities.
Additionally, the combined entity will have increased exposure to emerging economies while also bolstering
Sun Pharma’s commercial and manufacturing presence in the United States and India. It will have an
established presence in key high-growth emerging markets. In India, it will be ranked No. 1 by prescriptions
amongst 13 different classes of specialist doctors.
Also, from a financial and business perspective on a pro forma basis, the combined entity’s revenues are
estimated at US$ 4.2 billion with EBITDA of US$ 1.2billion for the twelve-month period ended December
31, 2013.The transaction value implies a revenue multiple of 2.2 based on12 months ended December 31,
2013. Sun Pharma expects to realize revenue and operating synergies of US$ 250 million by third year post
closing of the transaction. These synergies are expected to result primarily from topline growth, efficient
procurement and supply chain efficiencies.
(Major contents are derived from press releases hosted on website of Ranbaxy)
In summary, the challenge to valuing for M&As is to obtain a thorough understanding of the business
dynamics of both the parties, the rationale for the merger, the industry dynamics, the resulting synergies
as well as the likely risks of the transaction are required in order to ensure that the valuation is such that it
is a ‘win-win’ for both the parties and is financially viable. It is also important to understand that there are
no hard and fast rules since one is projecting the future which is ‘unknown’ based on current understanding.
Therefore, experience, good judgment and diligence are important in working out values.
Case Study 5
JLR acquisition by Tata motors and How JLR was turned around by Tata's
[Rationale for M&A and Valuation – Turnaround]
Tata’s growth strategy was to consolidate position in domestic market & expand international footprint
through development of new products by:
- Leveraging in house capabilities
- Acquisitions & collaborations to gain complementary capabilities
Why Tata Motors want to acquire Jaguar Land Rover (JLR)?
There are several reasons why Tata Motors want to acquire Jaguar Land Rover (JLR)
i. Long term strategic commitment to Automotive sector.
ii. Build comprehensive product portfolio with a global footprint immediately.
iii. Diversify across markets & products segments.
iv. Unique opportunity to move into premium segment.
v. Sharing the best practices between Jaguar, Land rover and Tata Motors in the future.
Introduction of JLR
i. Global sales of around 300,000 units, across 169 countries
ii. Global revenue of $15 Billion
iii. Nine Car lines, designed, engineered and manufactured in the UK.
iv. 16000 employees
TATA Motor’s position after acquiring JLR
Tata Motors’ market value plunged to 6,503.2 crore, with the stock hitting rock bottom
126.45 on 20 November 2008 (after the acquisition of JLR in 2008)
There were five key issues that persuaded Tata Motors to go ahead
Firstly, Ford had pumped in a great deal of cash to improve quality and it was just a matter of time
before this made a difference.
Secondly, JLR had very good automobile plants.
Thirdly, the steadfastness of the dealers despite losses over the past four-five years.
Fourthly, Jaguar cars had already started moving up the ranks of the annual JD Power customer
satisfaction rankings.
And, lastly, besides that, there was a crop of great new models in the pipeline, among them the
Jaguar XJ and XF and the upcoming Land Rover, which convinced Tata Motors that JLR was on the
verge of change.
Case Study 6
Dabur India Ltd.
[Rationale - Demerger]
Dabur India Ltd. ("Dabur") initiated its demerger exercise in January 2003, after the agreement of
the Board of Directors to hive off the Pharma business into a new company named Dabur Pharma
Ltd. ("DPL"). After the demerger, Dabur concentrated on its core competencies in personal care,
healthcare, and Ayurvedic specialties, while DPL focused on its expertise in oncology formulations
and bulk drugs. The demerger would allow investors to benchmark performance of these two entities
with their respective industry standards.
Results of Demerger Analysis.
The total EVA of the FMCG and Pharma division was lesser than that of the composite business indicating
a negative synergy between the two divisions. The EVA disparity between the demerged units is expected
as FMCG and Pharma are two distinctly different businesses, where FMCG is a low capital intensity business,
the pharmaceutical business requires higher capital due to R&D activities.
Case Study 7
Bajaj Auto Ltd.
[Rationale - Demerger]
The Board of Directors of Bajaj Auto Ltd agreed to a demerger on 17th May 2007. Under the scheme,
BAL, the parent company, would be renamed Bajaj Holdings and Investment Ltd ("BHIL") and the
business was to be demerged into two new incorporated subsidiaries – Bajaj Auto Ltd ("BAL") and
Bajaj Finserv Ltd ("BFL"). The auto and manufacturing businesses of the company would be held by
BHIL while the wind power project, investments in insurance companies and consumer finance would
go to BFL. All the shareholders of the parent company became shareholders in the new companies
and were issued shares of the two new companies in the ratio 1:1.
The sum total EVA of the three divisions after the demerger is greater than the composite business EVA,
indicating a successful value unlocking for the shareholders. Both these cases highlight that demergers can
unlock significant shareholder value. The markets also reacted positively, with both scrips appreciating
when the news of the demerger broke out.
Q19. Explain the reasons why mergers fail to achieve their objective
Answer:
7 reasons why mergers fail to achieve their objective
1. No common vision: In the absence of a clear
statement of what the merged company will stand
for, how the organisation will operate, what it will
feel like, and what will be different compared to
how things are today.
2. Nasty surprises resulting from poor due
diligence: This sounds basic, but happens so often.
3. Poor governance: Lack of clarity as to who decides what, and no clear issue
resolution process. Integrating the organization brings up a myriad of issues
that need fast resolution or else the project comes to a stand-still.
4. Poor communication: Messages too frequently lack relevance to their
audience and often hover at the strategic level when what employees want
to know is why the organisation is merging, why a merger is the best course
action it could take.
5. Poor program management: Insufficiently detailed implementation plans
and failure to identify key interdependencies between the many work
streams brings the project to a halt, or requires costly rework, extends the
integration timeline and causes frustration.
6. Lack of courage: Delaying some of the tough decisions that are required to
integrate the two organizations can only result in a disappointing outcome.
7. Weak leadership: Integrating two organizations is like sailing through a
storm: you need a strong captain, someone whom everyone can trust to
bring the ship to its destination, someone who projects energy, enthusiasm,
clarity, and who communicates that energy to everyone. If senior managers
do not walk the talk, if their behaviours and ways of working do not match
the vision and values the company aspires to, all credibility is lost and the
merger’s mission is reduced to meaningless words.
effected, the shareholders of both the buying and selling company will have to
anticipate some benefits from the merger.
Impact of Price Earnings Ratio: The reciprocal of cost of equity is price-earning (P/E)
ratio. The cost of equity, and consequently the P/E ratio reflects risk as perceived
by the shareholders. The risk of merging entities and the combined business can
be different. In other words, the combined P/E ratio can very well be different from
those of the merging entities. Since market value of a business can be expressed
as product of earning and P/E ratio (P/E x E = P), the value of combined business is
a function of combined earning and combined P/E ratio. A lower combined P/E
ratio can offset the gains of synergy or a higher P/E ratio can lead to higher value
of business, even if there is no synergy. In ascertaining the exchange ratio of shares
due care should be exercised to take the possible combined P/E ratio into account.
Practical Questions
1. The following data is available for the acquiring firm A Ltd. and the target firm
T Ltd.
A Ltd. B Ltd.
Find out the share exchange ratio on the basis of EPS and Market Price
b. Firm B wants to be sure that its earnings per share is not diminished
by the merger. What exchange ratio is relevant to achieve the objective?
3. M Co. Ltd. is studying the possible acquisition of N Co. Ltd., by way of merger.
The following data are available in respect of the companies:
Particulars M Co. Ltd. N Co. Ltd.
(i) If the merger goes through by exchange of equity and the exchange ratio
is based on the current market price, what is the new earning per share
for M Co. Ltd.?
(ii) N Co. Ltd. wants to be sure that the earnings available to its shareholders
will not be diminished by the merger. What should be the exchange ratio
in that case?
5. XYZ Ltd., is considering merger with ABC Ltd. XYZ Ltd.'s shares are
currently traded at `20. It has 2,50,000 shares outstanding and its earnings after
taxes (EAT) amount to `5,00,000. ABC Ltd., has 1,25,000 shares outstanding;
its current market price is `10 and its EAT are `1,25,000. The merger will be
effected by means of a stock swap (exchange). ABC Ltd., has agreed to a plan
under which XYZ Ltd., will offer the current market value of ABC Ltd.'s
shares:
(i) What is the pre-merger earnings per share (EPS) and P/E ratios of both
the companies?
(ii) If ABC Ltd.'s P/E ratio is 6.4, what is its current market price? What is
the exchange ratio? What will XYZ Ltd.'s post-merger EPS be?
(iii) What should be the exchange ratio; if XYZ Ltd.'s pre-merger and post-
merger EPS are to be the same?
6. Tatu Ltd. wants to takeover Mantu Ltd. and has offered a swap ratio of 1:2 (0.5
shares for every one share of Mantu Ltd.). Following information is provided
Tatu Ltd. Mantu Ltd.
(iv) What is the expected market price per share of Tatu Ltd. after the
acquisition, assuming its PE multiple remains unchanged?
(v) Determine the market value of the merged firm.
--------------------------------[May 2018, 8 Marks] -------------------------------
7. A Ltd. wants to acquire T Ltd. and has offered a swap ratio of 1:2 following
information is provided
A Ltd. T Ltd.
Profit after tax 18,00,000 3,60,000
Equity Shares outstanding 6,00,000 1,80,000
EPS 3 2
PE Ratio 10 7
Market price per share 30 14
Required:
1. The number of equity shares to be issued by A Ltd. for acquisition of T Ltd.
2. What is the EPS of A Ltd. after the acquisition?
3. Determine the equivalent earnings per share of T Ltd?
4. What is the expected market price per share of A Ltd. after the acquisition
assuming its PE multiple remains unchanged?
5. Determine the market value of the merged firm.
Required:
(iii) What is the expected market price per share of Mark Limited after
acquisition, assuming P/E ratio of Mark Limited remains unchanged?
PE ratio (times) 10 5
Required:
a. What is the swap ratio based on the current market prices?
c. What is the expected market price per share of Mani Ltd. after the
acquisition, assuming its PE ratio is adversely affected by 10%
10. ABC Ltd. is considering the acquisition of XYZ ltd. Their financial data at the
time of acquisition is as follows:
11. P Ltd. is considering takeover of R Ltd. by the exchange of four new shares in
P Ltd. for every five shares in R Ltd. The relevant financial details of the two
companies prior to merger announcement are as follows:
P Ltd R Ltd
Profit before Tax (`Crore) 15 13.50
No. of Shares (Crore) 25 15
P/E Ratio 12 9
Corporate Tax Rate 30%
You are required to determine:
(i) Market value of both the company.
(ii) Value of original shareholders.
(iii) Price per share after merger.
(iv) Effect on share price of both the company if the Directors of P Ltd.
expect their own pre-merger P/E ratio to be applied to the combined
earnings.
b. Show the impact of EPS for the shareholders of two companies under both
the alternatives
13. ABC Ltd. is intending to acquire XYZ Ltd. by merger and the following
information is available in respect of the companies:
(ii) If the proposed merger takes place, what would be the new earning
per share for ABC Ltd.? Assume that the merger takes place by
exchange of equity shares and the exchange ratio is based on the
current market price.
(iii) What should be exchange ratio, if XYZ Ltd. wants to ensure the
earnings to members are as before the merger takes place?
14. A Ltd. acquires B Ltd. Assuming that it has been ensured that after merger the
EPS shall be at least Rs. 5.33 per share and there shall be no synergies gain
from merger complete the following table:
16. You have been provided the following financial data of two companies:
Company Rama Ltd. is acquiring the company Krishna Ltd. exchanging its
shares on a one-to-one basis for Company Krishna Ltd. The exchange ratio is
based on the market prices of the shares of the two companies.
Required:
ii) What is the change in EPS for the shareholders of companies Rama Ltd.
and Krishna Ltd.?
iii) Determine the market value of the post merger firm. PE ratio is likely to
remain the same.
Required:
18. B ltd. is highly successful company and wishes to expand by acquiring other
firms. Its expected high growth in earnings and dividends is reflected in its PE
ratio of 17. The board of directors of B Ltd. has been advised that if it were to
take over firms with a lower PE ratio than its own, using a share for share
exchange, then it could increase its reported earnings per share. C Ltd. has been
suggested as a possible target for a takeover, which has a PE ratio of 10 and
100000 shares in issue with a share price of `15. B Ltd. has 500000 shares in
issue with a share price of `12.
Calculate the change in earnings per share of B Ltd. if it acquires the whole of
C ltd. by issuing shares at its market price of `12. Assume the price of B Ltd.
shares remains constant.
19. AXE Ltd. is interested to acquire PB Ltd. AXE has 50,00,000 shares of `10
each, which are presently being quoted at `25 per share. On the other hand,
PB has 20,00,000 share of `10 each currently selling at `17. AXE and PB have
EPS of `3.20 and `2.40 respectively.
You are required to:
(a) Show the impact of merger on EPS, in case if exchange ratio is based on
relative proportion of EPS.
(b) Suppose, if AXE quote an offer of share exchange ratio of 1:1, then
should PB accept the offer or not, assuming that there will be no change
in PE ratio of AXE after the merger.
(c) The maximum ratio likely to acceptable to management of AXE.
21. Computer Ltd. has shortlisted Calculator Ltd. for merger. Though there is no
immediate benefit, however, it is expected that in the long run, the synergies
would be available. Following information is available in respect of these
companies.
EPS 20 20
22. A Ltd. acquires B Ltd. Assuming that it has been ensured that after merger the
EPS shall be at least Rs. 5.33 per share and there shall be no synergies gain
from merger complete the following table:
24. XYZ Ltd. wants to purchase ABC Ltd. by exchanging 0.7 of its share for each
share of ABC Ltd. Relevant financial data are as follows:
Equity shares outstanding 10,00,000 4,00,000
EPS (`) 40 28
Market price per share (`) 250 160
(i) Illustrate the impact of merger on EPS of both the companies.
(ii) The management of ABC Ltd. has quoted a share exchange ratio of
1:1 for the merger. Assuming that P/E ratio of XYZ Ltd. will remain
unchanged after the merger, what will be the gain from merger for
ABC Ltd.?
(iii) What will be the gain/loss to shareholders of XYZ Ltd.?
(iv) Determine the maximum exchange ratio acceptable to shareholders of
XYZ Ltd.
25. C Ltd. & D Ltd. are contemplating a merger deal in which C Ltd. will acquire
D Ltd. The relevant information about the firms are given as follows:
C Ltd. D Ltd.
Total Earnings (E) (in millions) `96 `30
Number of outstanding shares (S) 20 14
(in millions)
Earnings per share (EPS) (`) 4.8 2.143
Price earnings ratio (P/E) 8 7
Market Price per share (P) (`) 38.4 15
(i) What is the maximum exchange ratio acceptable to the shareholders of
C Ltd., if the P/E ratio of the combined firm is 7?
(ii) What is the minimum exchange ratio acceptable to the shareholders of
D Ltd., if the P/E ratio of the combined firm is 9?
26. A Ltd. (Acquirer company’s) equity capital is `2,00,00,000. Both A ltd. and
T Ltd. (Target Company) have arrived at an understanding to maintain debt
equity ratio at 0.30:1 of the merged company. Pre-merger debt outstanding of
A Ltd. stood at `20,00,000 and T ltd. at `10,00,000 and marketable securities
of both companies stood at `40,00,000.
27. R Ltd. and S Ltd. are companies that operate in the same industry. The financial
statements of both the companies for the current financial year are as follows:
Balance Sheet
Particulars R. Ltd. (`) S. Ltd (`)
Equity & Liabilities
Shareholders Fund
Equity Capital (`10 each) 20,00,000 16,00,000
Retained earnings 4,00,000 -
Non-current Liabilities 10,00,000 6,00,000
Current Liabilities 14,00,000 8,00,000
48,00,000 30,00,000
Total Assets
Non-current Assets 20,00,000 10,00,000
Current Assets 28,00,000 20,00,000
Total 48,00,000 30,00,000
Income Statement
Particulars R. Ltd. (`) S. Ltd. (`)
A. Net Sales 69,00,000 34,00,000
B. Cost of Goods sold 55,20,000 27,20,000
C. Gross Profit (A-B) 13,80,000 6,80,00
D. Operating Expenses 4,00,000 2,00,000
E. Interest 1,60,000 96,000
F. Earnings before taxes [C-(D+E)] 8,20,000 3,84,000
G. Taxes @ 35% 2,87,000 1,34,400
H. Earnings After Tax (EAT) 5,33,000 2,49,600
Additional Information:
No. of equity shares 2,00,000 1,60,000
Dividend payment Ratio (D/P) 20% 30%
Market price per share `50 `20
Assume that both companies are in the process of negotiating a merger
through exchange of Equity shares:
You are required to:
(i) Decompose the share price of both the companies into EPS & P/E
components. Also segregate their EPS figures into Return On Equity
(ROE) and Book Value/Intrinsic Value per share components.
(ii) Estimate future EPS growth rates for both the companies.
(iii) Based on expected operating synergies, R Ltd. estimated that the
intrinsic value of S Ltd. Equity share would be `25 per share on its
acquisition. You are required to develop a range of justifiable Equity
Share Exchange ratios that can be offered by R Ltd. to the
shareholders of S Ltd.
Based on your analysis on parts (i) and (ii), would you expect the
negotiated terms to be closer to the upper or the lower exchange ratio
limits and why?
28. BA Ltd. and DA Ltd. both the companies operate in the same industry. The
Financial statements of both the companies for the current financial year are
as follows:
Assume that both companies are in the process of negotiating a merger through
an exchange of equity shares. You have been asked to assist in establishing
equitable exchange terms and are required to:
a. Decompose the share price of both the companies into EPS and P/E
components; and also segregate their EPS figures into Return on
Equity (ROE) and book value/intrinsic value per share components.
29. The following information relating to the acquiring Company Abhishek Ltd.
and the target Company Abhiman Ltd. are available. Both the Companies are
promoted by Multinational Company, Trident Ltd. The promoter’s holding is
50% and 60% respectively in Abhishek Ltd. and Abhiman Ltd.:
Board of Directors of both the Companies have decided to give a fair deal to
the shareholders and accordingly for swap ratio the weights are decided as
40%, 25% and 35% respectively for Earning, Book Value and Market Price
of share of each company:
(i) Calculate the swap ratio and also calculate Promoter’s holding %
after acquisition.
(ii) What is the EPS of Efficient Ltd. after acquisition of Healthy Ltd.?
(iii) What is the expected market price per share and market
capitalization of Efficient Ltd. after acquisition, assuming P/E ratio
of Firm Efficient Ltd. remains unchanged.
32. T Ltd. and E Ltd. are in the same industry. The former is in negotiation for
acquisition of the latter. Important information about the two companies as per
their latest financial statements is given below:
T Ltd. E Ltd.
`10 Equity shares outstanding 12 lakhs 6 lakhs
Debt:
10% Debentures (` in lakhs) 580 __
12.5% institutional loan (` in lakhs) __ 240
EBIDT (` in lakhs) 400.86 115.71
Market price / share (`) 220 110
T Ltd. plans to offer a price for E Ltd. business as a whole which will be 7 times
EBIDT reduced by outstanding debt to be discharged by own shares at market
price.
E Ltd. is planning to seek one share in T Ltd. for every 2 shares in E Ltd. based
on the market price. Tax rate for the two companies may be assumed as 30%
Calculate and show the following under both alternatives – T Ltd.’s offer and
E Ltd.’s plan:
33. TK Ltd. and SK Ltd. are in the same industry. The former is in negotiation for
acquisition of the latter. Important information about the two companies as per
their latest financial statements is given below:
TK Ltd. SK Ltd.
`10 Equity shares outstanding 24 lakhs 12 lakhs
Debt:
10% Debentures (` in lakhs) 1160 __
12.5% institutional loan (` in lakhs) __ 480
EBIDT (` in lakhs) 800.00 230.00
Market price / share (`) 220.00 110.00
TK Ltd. plans to offer a price for SK Ltd. business as a whole which will be 7
times EBIDT reduced by outstanding debt and to be discharged by own shares
at market price.
SK Ltd. is planning to seek one share in TK Ltd. for every 2 shares in E Ltd.
based on the market price. Tax rate for the two companies may be assumed as
30%. Calculate and show the following under both alternatives – TK Ltd.’s
offer and SK Ltd.’s plan:
34. Abhishek Ltd. has a surplus cash of `90 lakhs and wants to distribute 30% of
it to the shareholders. The Company decides to buy back shares. The Finance
Manager of the Company estimates that its share price after re-purchase is
likely to be 10% above the buyback price; if the buyback route is taken. The
number of shares outstanding at present is 10 lakhs and the current EPS is `3.
c. The impact of share re-purchase on the EPS, assuming the net income is
same.
35. Two companies Bull Ltd. and Bear Ltd. recently have been merged. The
merger initiative has been taken by Bull Ltd. to achieve a lower risk profile for
the combined firm in spite of fact that both companies belong to different
industries and disclose a little co- movement in their profit earning streams.
Though there is likely to synergy benefits to the tune of `7 crore from proposed
merger. Further both companies are equity financed and other details are as
follows:
The capital project department of Bidders Ltd. has estimated that it should pay
`27,50,000 to acquire Target Ltd. Find out the cost of capital that capital
budgeting department must have estimated for the combined operations.
37. Elrond Limited plans to acquire Doom Limited. The relevant financial details
of the two firms prior to the merger announcement are:
What is the true cost of the merger from the point of view of Elrond Limited?
38. The following information is relating to Fortune India Ltd. having two
division, viz. Pharma Division and Fast Moving Consumer Goods Division
(FMCG Division). Paid up share capital of Fortune India Ltd. is consisting
of 3,000 Lakhs equity shares of Re. 1 each. Fortune India Ltd. decided to de-
merge Pharma Division as Fortune Pharma Ltd. w.e.f. 1.4.2009. Details of
Fortune India Ltd. as on 31.3.2009 and of Fortune Pharma Ltd. as on
1.4.2009 are given below:
2. Estimated Profit for the year 2009-10 is `11,400 Lakh for Fortune India
Ltd. & `1,470 lakhs for Fortune Pharma Ltd.
Calculate:
1. The Ratio in which shares of Fortune Pharma are to be issued to the
shareholders of Fortune India Ltd.
39. M/s Tiger Ltd. wants to acquire M/s Leopard Ltd. The balance sheet of
Leopard as on 31st March,2012 is as follows
Liabilities ` Assets `
Equity Capital 7,00,000 Cash 50,000
(70,000 shares)
Retained Earnings 3,00,000 Debtors 70,000
12% Debentures 3,00,000 Inventories 2,00,000
Creditors and other 3,20,000 Plans and 13,00,000
liabilities Equipment
16,20,000 16,20,000
Additional Information
i. Shareholders of Leopard Ltd. will get one share in Tiger Ltd. for every
two shares. External liabilities are expected to be settled at `5,00,000.
Shares of Tiger Ltd. would be issued at its current price of `15 per share.
Debenture holders will get 13% convertible debentures in the purchasing
company for the same amount. Debtors and inventories are expected to
realize `2,00,000.
ii. Tiger Ltd. has decided to operate the business of Leopard Ltd. as a
separate division. The division is likely to give cash flows (after tax) to
the extent of `5,00,000 per year for 6 years. Tiger Ltd. has planned that,
after 6 years, this division would be demerged and disposed of for
`2,00,000
iv. Make a report to the board of the company adivising them about the
financial feasibility of this acquisition.
40. The following is the Balance-sheet of Grape Fruit Company Ltd as at March
31st, 2011.
c. Debenture holders have agreed to forgo the accrued interest due to them.
In the future, the rate of interest on debentures is to be reduced to 9
percent.
d. Trade creditors will forego 25 percent of the amount due to them.
e. The company issues 6 lakh of equity shares at `25 each and the entire
sum was to be paid on application. The entire amount was fully
subscribed by promoters.
f. Land and Building was to be revalued at `450 lakhs, Plant and
Machinery was to be written down by `120 lakhs and a provision of `15
lakhs had to be made for bad and doubtful debts.
Required:
i. Show the impact of financial restructuring on the company’s activities.
ii. Prepare the fresh balance sheet after the reconstructions is completed on
the basis of the above proposals.
----------------------------------[RTP Nov 2014] -----------------------------------
41. The following is the Balance-sheet of XYZ Company Ltd as on March 31st,
2013.
Liabilities Amount Assets Amount
6 lakh equity shares of 600 Land & Building 200
`100/- each
2 lakh 14% Preference 200 Plant & Machinery 300
shares of `100/- each
13% Debentures 200 Furniture & Fixtures 50
Debenture Interest accrued 26 Inventory 150
and Payable
Loan from Bank 74 Sundry debtors 70
Trade Creditors 300 Cash-at-Bank 130
Preliminary Expenses 10
Cost of Issue of 5
debentures
Profit & Loss A/c 485
The XYZ Company did not perform well and has suffered sizable losses during
the last few years. However, it is now felt that the company can be nursed back
to health by proper financial restructuring and consequently the following
scheme of reconstruction has been devised:
(i) Equity shares are to be reduced to `25/- per share, fully paid up;
(ii) Preference shares are to be reduced (with coupon rate of 10%) to equal
number of shares of `50 each, fully paid up.
(iii) Debenture holders have agreed to forego interest accrued to them.
Beside this, they have agreed to accept new debentures carrying a
coupon rate of 9%.
(iv) Trade creditors have agreed to forgo 25 per cent of their existing claim;
for the balance sum they have agreed to convert their claims into equity
shares of `25/- each.
(v) In order to make payment for bank loan and augment the working
capital, the company issues 6 lakh equity shares at `25/- each; the entire
sum is required to be paid on application. The existing shareholders have
agreed to subscribe to the new issue.
(vi) While Land and Building is to be revalued at `250 lakh, Plant &
Machinery is to be written down to `104 lakh. A provision amounting
to `5 lakh is to be made for bad and doubtful debts.
You are required to show the impact of financial restructuring/re-
construction. Also, prepare the new balance sheet assuming the scheme of re-
construction is implemented in letter and spirit.
42. The Nishan Ltd. has 35,000 shares of equity stock outstanding with a book
value of `20 per share. It owes debt `15,00,000 at an interest rate of 12%.
Selected financial results are as follows.
43. Simpson Ltd. is considering merger with Wilson Ltd. The data below are in the
hands of board of directors of both the companies. The issue at present is how
many shares of Simpson should be exchanged for Wilson Ltd. Both boards are
considering three possibilities 20,000, 25,000, 30,000 shares. You are required
to construct a table demonstrating the potential impact of each scheme on each
set of shareholders.
Simpson Wilson Combined Post
Ltd. Ltd merger Firm ‘A’
Current earnings per year 2,00,000 1,00,000 3,50,000
Shares outstanding 50,000 10,000 ?
Earnings per share `4 `10 ?
44. The equity shares of XYZ Ltd. are currently being traded at `24 per share in
the market. XYZ Ltd. has total 10,00,000 equity shares outstanding in number,
and promoters equity holding in the company is 40%.
PQR Ltd. wishes to acquire XYZ Ltd. because of likely synergies. The
estimated present value of these synergies is `80,00,000.
Further PQR feels that management of XYZ ltd. has been over paid. With
better motivation, lower salaries and fewer perks for the top management, will
lead to savings of `4,00,000 p.a. Top management with their families are
promoters of XYZ Ltd. present value of these savings would add `30,00,000
in values to the acquisition.
1. What is the maximum price per equity share which PQR Ltd. can offer
to pay for XYZ Ltd.?
2. What is the minimum price per equity share at which the management
of XYZ Ltd. will be willing to offer their controlling interest?
45. M plc and C plc operating in same industry are not experiencing any rapid
growth but providing a steady stream of earnings. M plc’s management is
interested in acquisition of C plc due to its excess plant capacity. Share of C
Plc is trading in market at £4 each. Other data relating to C plc is as follows:
46. R Ltd. and S Ltd. operating in same industry are not experiencing any rapid
growth but providing a steady stream of earnings. R Ltd.'s management is
interested in acquisition of S Ltd.· due to its excess plant capacity. Share of S
Ltd. is trading in market at 3.20 each. Other data relating to S Ltd. is as follows
(i) Minimum price per share S Ltd. should accept from R Ltd.
(ii) Maximum price per share R Ltd: shall be willing to offer to S Ltd.
(iii) Floor Value of per share of S Ltd., whether it shall play any role in
decision for its acquisition by R Ltd.
47. Teer Ltd. is considering acquisition of Nishana Ltd. CFO of Teer Ltd. is of
opinion that Nishana Ltd. will be able to generate operating cash flows (after
deducting necessary capital expenditure) of `10 crore per annum for 5 years.
The following additional information was not considered in the above
estimations.
(i) Office premises of Nishana Ltd. can be disposed of and its staff can be
relocated in Teer Ltd.'s office not impacting the operating cash flows
of either businesses. However, this action will generate an immediate
capital gain of `20 crore.
(ii) Synergy Gain of `2 crore per annum is expected to be accrued from the
proposed acquisition.
(iii) Nishana Ltd. has outstanding Debentures having a market value of `15
crore. It has no other debts.
(iv) It is also estimated that after 5 years if necessary, Nishana Ltd. can also
be disposed of for an amount equal to five times its operating annual
cash flow.
Calculate the maximum price to be paid for Nishana Ltd. if cost of capital of
Teer Ltd. is 20%. Ignore any type of taxation.
48. Bank 'R' was established in 2005 and doing banking in India. The bank is
facing DO OR DIE situation. There are problems of Gross NPA (Non
Performing Assets) at 40% & CAR/CRAR (Capital Adequacy Ratio/ Capital
Risk Weight Asset Ratio) at 4%. The net worth of the bank is not good. Shares
are not traded regularly. Last week, it was traded @ `8 per share.
RBI Audit suggested that bank has either to liquidate or to merge with other
bank.
Bank 'P' is professionally managed bank with low gross NPA of 5%.It has Net
NPA as 0% and CAR at 16%. Its share is quoted in the market @ `128 per
share. The board of directors of bank 'P' has submitted a proposal to RBI for
take over of bank 'R' on the basis of share exchange ratio.
49. During the audit of the Weak Bank (W), RBI has suggested that the Bank
should either merge with another bank or may close down. Strong Bank (S)
has submitted a proposal of merger of Weak Bank with itself. The relevant
information and Balance Sheets of both the companies are as under:
50. XML bank was established in 2001 and doing banking business in India. The
bank is facing very critical situation. There are problems of Gross NPA (Non-
Performing Assets) at 40% & CAR/CRAR (Capital Adequacy Ratio/Capital.
Risk Weight Asset Ratio) at 2%. The net worth of the bank is not good. Shares
are not traded regularly. Last week, it was traded @ `4 per share.
RBI Audit suggested that bank has either to liquidate or to merge with other
bank.
ZML Bank is professionally managed bank with low gross NPA of 5%. It has
net NPA as 0% and CAR at 16%. Its share is quoted in the market @ `64 per
share. The Board of Directors of ZML Bank has submitted a proposal to RBI
for takeover of bank XML on the basis of share exchange ratio.
51. ABC, a large business house is planning to sell its wholly owned subsidiary
KLM. Another large business entity XYZ has expressed its interest in making
a bid for KLM. XYZ expects that after acquisition the annual earning of KLM
will increase by 10%. Following information, ignoring any potential synergistic
benefits arising out of possible acquisitions, are available:
(i) Profit after tax for KLM for the financial year which has just ended is
estimated to be `10 crore.
(ii) KLM's after tax profit has an increasing trend of 7% each year and the
same is expected to continue.
(iii) Estimated post tax market return is 10% and risk free rate is 4%. These
rates are expected to continue.
(iv) Corporate tax rate is 30%.
52. XYZ, a large business house is planning to acquire ABC another business
entity in similar line of business. XYZ has expressed its interest in making a
bid for ABC. XYZ expects that after acquisition the annual earning of ABC
will increase by 10%. Following information, ignoring any potential
synergistic benefits arising out of possible acquisitions, are available:
XYZ ABC Proxy entity for XYZ
& ABC in the same
line of business
Paid up Capital (`Crore) 1025 106 --
Face Value of Share is `10
Current share price `129.60 `55 --
Debt: Equity (at market values) 1:2 1:3 1:4
Equity Beta -- -- 1.1
Assume Beta of debt to be zero and corporate tax rate as 30%, determine the
Beta of combined entity.
53. MS Stones has different divisions of home interiors products. Recently, due to
economic slowdown, the Managing Director of the Company expressed it
desire to divestiture its ceramic tile business. The relevant financial details of
this business are as follows:
In an order to increase its share in the ceramic tile market, the Tripati Tiles Ltd.
showed its interest in the acquisition of this unit and offered a proceed of `950
Crore for the same to MS Stones.
The other data pertaining to the business are as follows: Tax Rate
30%
Growth Rate 4%
Applicable Discount Rate for Tile Business 12%
If market value of liabilities are `40 Crore more than book value, you are
required to advice MD whether she should go for divestiture of the tile business
or not.
54. The CEO of a company thinks that shareholders always look for EPS.
Therefore, he considers maximization of EPS as his company's objective. His
company's current Net Profits are `80.00 lakhs and P/E multiple is 10.5. He
wants to buy another firm which has current income of `15.75 lakhs & P/E
multiple of 10.
What is the maximum exchange ratio which the CEO should offer so that he
could keep EPS at the current level, given that the current market price of both
the acquirer and the target company are `42 and `105 respectively?
If the CEO borrows funds at 15% and buys out Target Company by paying
cash, how much should he offer to maintain his EPS? Assume tax rate of 30%.
55. XYZ Limited is considering to convert into private limited as it believes that
with the elimination of shareholders servicing costs, the company could save
`8,00,000 per annum before taxes. In addition, the company believes that
performance will be higher as a private company. As a result, annual profits are
expected to be 10% greater than present after tax profits of `90 lakhs. The
effective tax rate is 30%, the PE ratio for the share is 12 and there are 10 million
shares outstanding. What is the present market price per share? What is the
maximum rupees premium above this price that the company could pay in order
to convert the company into private limited?
56. There are two companies ABC Ltd. and XYZ Ltd. are in same in industry. On order
to increase its size ABC Ltd. made a takeover bid for XYZ Ltd.
− Equity beta of ABC and XYZ is 1.2 and 1.05 respectively.
− Risk Free Rate of Return is 10% and
− Market Rate of Return is 16%.
− The growth rate of earnings after tax of ABC Ltd. in recent years has been
15% and XYZ's is 12%.
− Further both companies had continuously followed constant dividend policy.
Mr. V, the CEO of ABC requires information about how much premium above the
current market price to offer for XYZ's shares.
Two suggestions have forwarded by merchant bankers:
(i) Price based on XYZ’s net worth as per B/S, adjusted in light of current value
of assets and estimated after tax profit for the next 5 years.
(ii) Price based on Dividend Valuation Model, using existing growth rate
estimates.
Summarised Balance Sheet of both companies is as follows:
(` in lacs)
Additional information
(a) ABC Ltd.’s land & building have been recently revalued. XYZ Ltd.’s
have not been revalued for 4 years, and during this period the average
value of land & building have increased by 25% p.a.
(b) The face value of share of ABC Ltd. is `10 and of XYZ Ltd. is `25 per
share.
(c) The current market price of shares of ABC Ltd. is `310 and of XYZ
Ltd.’s `470 per share.
With the help of above data and given information you are required to calculate
the premium per share above XYZ’s current share price by two suggested
valuation methods. Discuss which of these two values should be used for
bidding the XYZ’s shares.
Chapter 15
Startup Finance
Q1. What is Startup Finance?
Answer:
✓ Startup financing means some initial infusion of money needed to turn
an idea (by starting a business) into reality.
✓ While starting out, big lenders like banks etc. are not interested in a
startup business.
✓ So that leaves one with the option of selling some assets, borrowing
against one’s home, asking loved ones i.e. family and friends for loans
etc.
✓ A good way to get success in the field of entrepreneurship is to speed
up initial operations as quickly as possible to get to the point where
outside investors can see and feel the business venture, as well as
understand that a person hastaken some risk reaching it to that level.
✓ Some businesses can also be bootstrapped (attempting to found and
build a company from personal finances or from the operating revenues
of the new company).
✓ In order to successfully launch a business and get it to a level where large
investors are interested in putting their money, requires a strong
business plan.
✓ It also requires seeking advice from experienced entrepreneurs and
experts -- people who might invest inthe business sometime in the
future.
Summary
(i) Initial infusion of Money
(ii) Banks are not interested
(iii) Use savings, loan from family and friends
(iv) Take some risk & speed up initial operations
(v) Bootstrap- Without any help of investors
(vi) Strong Business Plan
(vii) Seek advice from experienced people
f. Microloans. Microloans are small loans that are given by individuals at a lower
interest to a new business ventures. These loans can be issued by a single
individual or aggregated across a number of individuals who each contribute a
portion of the total amount.
g. Vendor financing. Vendorfinancing is the form of financing in which a company
lends money to one of its customers so that he can buy products from the
company itself. Vendor financing also takes place when many manufacturers
and distributors are convinced to defer payment until the goods are sold. This
means extendingthe payment terms to a longer period for e.g. 30 days payment
period can be extended to 45 days or 60 days.However, this depends on one’s
credit worthiness and payment of more money.
h. Purchase order financing. The most common scaling problem faced by startups
is the inability to find a large new order. The reason is that they don’t have the
necessary cash to produce and deliver the product. Purchase order
financingcompanies often advance the required funds directly to the supplier.
This allows the transaction to complete and profit to flow up to the new
business.
i. Factoring accounts receivables. In this method, a facility is given to the seller
who has sold the good on credit to fund his receivables till the amount is fully
received. So, when the goods are sold on credit, and the credit period (i.e. the
date upto which payment shall be made) is for example 6 months, factor will
pay most of the sold amount upfrontand rest of the amount later. Therefore, in
this way, a startup can meet his day to day expenses.
(1) Introduction
(2) Team
(3) Problem
(4) Solution
(5) Marketing
(6) Projections or Milestone
(7) Competition
(8) Business Model
(9) Financing
Q9. What are the advantages of bringing venture capital into the company?
Answer:
✓ It injects long- term equity finance which provides a solid capital base for
future growth.
✓ The venture capitalist is a business partner, sharing both the risks and
rewards. Venture capitalists are rewarded with business success and
capital gain.
2. Start-up: Early stage firms that need funding for expenses associated with
marketing and product development.
4. Second-Round: Working capital for early stage companies that are selling
product, but not yet turning in a profit.
Here the company would give a detailed business plan which consists of
business model, financial plan and exit plan. All these aspects are covered
in a document which is called Investment Memorandum (IM). A tentative
valuation is also carried out in the IM.
2. Screening: Once the deal is sourced the same would be sent for screening
by the VC. The screening is generally carried out by a committee consisting
of senior level people of the VC. Once the screening happens, it would
select the company for further processing.
3. Due Diligence: The screening decision would take place based on the
information provided by the company. Once the decision is taken to
proceed further, the VC would now carry out due diligence. This is mainly
the process by which the VC would try to verify the veracity of the
documents taken. This is generally handled by external bodies, mainly
renowned consultants. The fees of due diligence are generally paid by the
VC.
However, in many case this can be shared between the investor (VC) and
Investee (the company) depending on the veracity of the document
agreement.
4. Deal Structuring: Once the case passes through the due diligence it would
now go through the deal structuring. The deal is structured in such a way
that both parties win. In many cases, the convertible structure is brought
in to ensure that the promoter retains the right to buy back the share.
Besides, in many structures to facilitate the exit, the VC may put a
condition that promoter has also to sell part of its stake along with the VC.
Such a clause is called tag- along clause.
6. Exit plan: At the time of investing, the VC would ask the promoter or
company to spell out in detail the exit plan. Mainly, exit happens in two
ways: one way is ‘sell to third paty(ies)’ . This sale can be in the form of
IPO or Private Placement to other VCs. The second way to exit is that
promoter would give a buy back commitment at a pre- agreed rate
(generally between IRR of 18% to 25%). In case the exit is not happening
in the form of IPO or third party sell, the promoter would buy back. In
many deals, the promoter buyback is the first refusal method adopted i.e.
the promoter would get the first right of buyback.
8. Tax saving for investors: People investing their capital gains in the
venture funds setup by government will get exemption from capital gains.
This will help startups to attract more investors.
9. Choose your investor: After this plan, the startups will have an option to
choose between the VCs, giving them the liberty to choose their investors.
10. Easy exit: In case of exit – A startup can close its business within 90 days
from the date of application of winding up
11. Meet other entrepreneurs: Government has proposed to hold 2 startup
fests annually both nationally and internationally to enable the various
stakeholders of a startup to meet. This will provide huge networking
opportunities.
Where,
𝑿−𝝁
𝒛=
𝝈
The natural logarithm ln(x) is the logarithm having base e, where e=2.718281828....
Apart from logarithms to base 10which is being normally calculated, we can also have
logarithms to base e. These are called natural logarithms
How To Use:
N 0 1 2 3 4 5 6 7 8 9
1.0 0 0.00995 .019803 .029559 .039221 .048790 .058269 .067659 .076961 .086178
1.1 .095310 .104360 .113329 .122218 .131028 .139762 .148420 .157004 .165514 .173953
1.2 .182322 .190620 .198851 .207014 .215111 .223144 .231112 .239017 .246860 .254642
1.3 .262364 .270027 .277632 .285179 .292670 .300105 .307485 .314811 .322083 .329304
1.4 .336472 .343590 .350657 .357674 .364643 .371564 .378436 .385262 .392042 .398776
1.5 .405465 .412110 .418710 .425268 .431782 .438255 .444686 .451076 .457425 .463734
1.6 .470004 .476234 .482426 .488580 .494696 .500775 .506818 .512824 .518794 .524729
1.7 .530628 .536493 .542324 .548121 .553885 .559616 .565314 .570980 .576613 .582216
1.8 .587787 .593327 .598837 .604316 .609766 .615186 .620576 .625938 .631272 .636577
1.9 .641854 .647103 .652325 .657520 .662688 .667829 .672944 .678034 .683097 .688135
N 0 1 2 3 4 5 6 7 8 9
2.0 .693147 .698135 .703098 .708036 .712950 .717840 .722706 .727549 .732368 .737164
2.1 .741937 .746688 .751416 .756122 .760806 .765468 .770108 .774727 .779325 .783902
2.2 .788457 .792993 .797507 .802002 .806476 .810930 .815365 .819780 .824175 .828552
2.3 .832909 .837248 .841567 .845868 .850151 .854415 .858662 .862890 .867100 .871293
2.4 .875469 .879627 .883768 .887891 .891998 .896088 .900161 .904218 .908259 .912283
2.5 .916291 .920283 .924259 .928219 .932164 .936093 .940007 .943906 .947789 .951658
2.6 .955511 .959350 .963174 .966984 .970779 .974560 .978326 .982078 .985817 .989541
2.7 .993252 .996949 1.00063 1.00430 1.00796 1.01160 1.01523 1.01885 1.02245 1.02604
2.8 1.02962 1.03318 1.03674 1.04028 1.04380 1.04732 1.05082 1.05431 1.05779 1.06126
2.9 1.06471 1.06815 1.07158 1.07500 1.07841 1.08181 1.08519 1.08856 1.09192 1.09527