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Introduction
Abstract The corporate word is undergoing a paradigm
There are many strategic reasons behind shift, from expansion and diversification to
mergers and acquisitions (M & As) such ever-increasing mergers and acquisitions (M
as growth, diversification, profitability etc. & As). M & As have become strategic tool that
All the M & As may not be successful in is being effectively used to increase long term
achieving these objectives. How far they can profitability, to acquire established brands and
achieve the intended objectives is a matter to expand to emerging and low cost markets
of research. The purpose of this paper is (Aurora et al, 2011). The study reviews the
to compare pre and post M & A financial consolidation through M & As, in the Indian
performance of acquiring companies in cement industry, during the period of 2000 to
Indian cement industry with the help of 2013.
various financial parameters. Key M & A The last decade showcased a steady growth
deals in cement industry during the period in the Indian cement industry; broadly in line
of 2000 to 2013 have been considered for with the economic development. Indian Cement
the research. The performance of these industry is the second largest cement industry
acquiring companies is being considered in the world, next only to China. It contributed
on the basis of two phases i.e. pre M & A around 6% to the global cement production and
period and post M & A period. The findings reached the market size of approximately $18 bn
of the study revealed that these deals have in 2010. However, the last fiscal (2010) proved
not created any significant difference for to be a major testing time for the industry. The
majority of the financial parameters of the cement manufacturers were severely affected
acquiring cement companies in India for the due to demand slowdown and rising input cost.
study period. During the year 2011, the coal prices increased
more than 30%, power costs went up by about
Key Words 20% and the rise in crude have pushed up the
Merger, Acquisition, Consolidation, Cement transportation costs by 10% (Cement Sector
Industry, Corporate Performance, Financial Report, 2011).
Parameters, Net worth, Capital Employed After a period of over-supply and a phase
of massive capacity additions, the industry is
3
Dr. Bindiya Kunal Soni
461 deals in Dutch accounting industry. The in India during the period of 2000- 2013.
study focused on organizational dissolution and • To report pre and post M & A financial
involvement in subsequent M & A. As per the performance of acquiring cement companies
findings, compatibility was not associated with in terms of parameters such as PBDIT, Net
the dissolution rate but it was strongly related worth, PAT, Capital employed, Debt equity
with the probability that a firm was engaged in ratio etc. for the study period.
additional M & A. • To compare the pre and post M & A financial
Saboo and Gopi (2009) found that type performance of acquiring cement companies
of acquisition (domestic Vs. Cross border) in India and thereby to check the impact of
plays an important role in the performance M & A on the financial performance of such
of the acquiring companies. They compared companies.
post merger performance of Indian acquiring
firms involved in domestic and cross border Research Methodology
acquisitions. The findings suggested that mergers The study describing the pre and post M & A
have had a positive effect on key financial financial performance of the acquiring cement
ratios of firms acquiring domestic firms while a companies in India is based upon descriptive
slightly negative impact on the firms acquiring research design. The list of all the key M & A
cross-border firms. Sharma (2013) found that deals during 2000 to 2013 have been generated
for metal industry in India, financial ratios of using various secondary data sources such as
sampled companies showed a marginal but not newspaper, magazines and internet. Lit of 18
significant improvement in case of liquidity and such deal was found. However, the study is
leverage parameters while profitability result limited to seven of such deals (highlighted in
showed significant decline post merger. table 1). The rest of the deals were not considered
From the above mentioned literature review, for the study for various reasons.
it may be observed that the present study is not Deals by the acquirer such as Baring Private
unique and one of its kind. There are many Equity Asia, Blackstone Group L.P, Kohlberg
studies in Indian as well as International context Kravis Roberts & Co. L.P, Cimpor Inversiones
linking corporate performance with merger and SA, Calderys, Holderind Investments and
acquisition with respect to variety of industries. Lafarge India Holding were buyout deals by
However, the studies in relation to pre and post venture capital/private equity (VC/PE) firms.
M &A comparison in relation to cement industry These buyout deals by the VC/PE investors
in India could not be located. Hence, the present were beyond the scope of the present study.
study tries to broaden the available literature by Further, two acquisitions by Cement Roadstone
analysing pre and post impact of such deals on Holdings (CRH) and M & A deal by Holcim
various financial parameters for the year 2000 to were filtered from the sample as these were
2013 for the cement industry in India. cross boarder acquisitions and the study is
limited to only domestic M & A. Thus, the study
is confined to only M & A deals by the Indian
Research Objective Cement companies. One more acquisition deal
• To analyse M & A deals for cement industry i.e. Binani Cement and Binani Industries was
5
Dr. Bindiya Kunal Soni
also excluded from the present study as this deal Sr. Target Acquirer Period
was between the parent and subsidiary company No. Company
and the purpose of this deal was to delist its 12 Ambuja Holcim Aug-07
Cements
subsidiary Binani Cement from the stock
13 ACE Calderys Aug-07
exchanges by buying the shares from public. The Refractories
present study considers only the strategically 14 Uttar Pradesh Jaiprakash Jan-06
driven competitive deals where the purpose of State Cement Associates
acquisition is capacity addition, diversification, Corporation
entry in to new markets etc. Table 1 provides a 15 Ambuja Holderind Jan-06
summary of the M & A deals for cement industry Cements Investments
16 ACC Ambuja Jan-05
in India from the year 2000 to 2013.
Cement India
Table 1: Summary of M & A Deals for Private
Indian Cement Industry 17 UltraTech Grasim Jun-04
Sr. Target Acquirer Period Cement Industries
No. Company 18 Raymond Lafarge India Apr-00
1 Jaypee UltraTech Sep-13 Cement Holding
Cement Cement Division
(Gujarat) (Aditya Birla
Group) (Retrieved from https://www.smergers.com/
2 Sree Jayajothi Cement Aug-13 industry-watch/indian-cement-industry/ as on
Cements Roadstone January, 2014)
Holdings
3 Lafarge India Baring Private May-13 Various financial parameters such as Profit
Pvt. Equity Asia Before Depreciation Interest and Tax (PBDIT),
4 Sree Jayajothi Blackstone Mar-13
Profit Before Tax (PBT), Profit After Tax (PAT),
Cements Group L.P.
5 Adhunik Dalmia Cement Sep-12 Ratio of PBDIT and Total Income, Ratio of
Cement Bharat Limited PBT and Total Income, Ratio of PAT and Total
6 Binani Binani Jan-11 Income, Net Worth, Capital Employed, Return
Cement Industries on Net Worth, Return on Capital Employed,
7 Avnija Kohlberg May-10 Current Ratio, Debt Equity Ratio, Interest
Properties Kravis Roberts Coverage Ratio and Earning Per share have
& Co. L.P.
been used for the analysis. These parameters
8 Samruddhi UltraTech Nov-09
Cement Cement have been analysed for three years prior to the
9 Samruddhi Grasim Oct-09 merger and three years after the merger period
Cement Industries wherever possible. For the recent mergers data
10 My Home CRH Plc Mar-08 available till now post M & A period have been
Industries considered. For collection of the financial data,
11 Shree Digvi- Cimpor Dec-07 annual reports of the acquirer cement companies
jay Cement Inversiones
from moneycontrol.com and capitaline.com
Company SA
have been downloaded. Statistical Package for
Social Sciences (SPSS 17) and Microsoft Excel
2003 have been used for analysis of data. For 150 crore, with the fresh issue resulting in
analysing the data, Shapiro-Wilk test and Paired dilution of no more than 0.32 per cent of its
Sample T Test were used. capital. The transaction implies a valuation of
$124 per tonne of cement. This deal will help
Jaypee Cement Corporation to reduce its debt
Hypothesis by Rs.3600 crores. Acquisition of the unit will
To substantiate the research objectives of the allow UltraTech to expand in Gujarat, where it
study as discussed earlier, the following null has lost considerable market share after it sold
hypothesis have been considered. Shree Digvijay Cement Co. Ltd.
H01: Financial data of the acquiring cement 2. Acquisition of Adhunik Cement by Dalmia
companies in India is normally distributed. Cement Bharat Limited
H02: There is no significance difference between As part of its growth plans, Dalmia Cement
the pre and post M & A financial performance of Bharat Limited, acquired 100% stake in
the acquiring cement companies as measured by Meghalaya based Adhunik Cement. Adhunik
various financial parameters. Cement has a robust presence in markets of the
North East with a near 10% market share and
Details of M & A Deals for Cement a capacity of 1.5 MTPA. Ownership of this
Industry in India business comes at a phased investment of Rs 560
The following section reviews the M & A deals crore and follows the non-organic, acquisition
for cement industry in India highlighting the based growth strategy of Dalmia Cement Bharat
reasons, payment mechanism, capacity addition, Ltd.
synergies etc based upon articles in the news 3. Merger (Amalgamation) of Smmruddhi
paper, magazines, research reports, investor Cement by UltraTech Limited
presentations etc. Samruddhi Cement Limited (a wholly owned
1. Acquisition of Jaypee Cement by UltraTech subsidiary of Grasim Industries Limited)
Cement (Aditya Birla Group) merged with UltraTech Cement to create the
UltraTech Cement, an Aditya Birla Group largest cement company in India and the 10th
Company, has acquired the 4.8-million tonne largest cement company in the world. The
per annum (mtpa) Gujarat unit of Jaypee Cement approved exchange ratio was 4 equity shares of
Corporation, for Rs 3,800 crore. This acquisition UltraTech of face value Rs. 10/- each for every 7
comprises of an integrated cement unit at equity shares of Samruddhi of face value Rs. 5/-
Sewagram and a grinding unit at Wankbori. The each. UltraTech issued 14.95 crore new shares,
combined capacity of both the divisions is 4.8 thereby increasing its equity capital to Rs.
million tonnes along with 57.5 MW coal-based 274.20 crore. The merged entity will have 48.8
thermal power plant, limestone reserves of over million tpa of grey cement across 22 plants, 504
90 years at current capacity and a captive jetty at MW of captive thermal power plants and 11.7
Sewagram. With this acquisition, the company’s million cubic metres of Ready Mix Concrete
current capacity increases to 59 mtpa. As part across 68 plants.
of the deal, UltraTech will take over debt of 4. Demerger by Grasim Industries Limited in
Rs 3,650 crore. It will issue equity worth Rs to Smmruddhi Cement
7
Dr. Bindiya Kunal Soni
As a part of the restructuring process, in the first of Holcim India was in the ratio of one Ambuja
phase, Grasim’s cement business was demerged Cement share for 7.4 Holcim India shares,
into Samruddhi Cement Limited, a subsidiary translating into an implied swap ratio of 6.6
of Grasim. In the second phase, Samruddhi Ambuja shares for every ACC share.
Cement Limited has been amalgamated with 7. Acquisition of UltraTech Cement by
UltraTech Cement Limited (as discussed above). Grasim Industries Limited
In October 2009, Grasim Industries decided Grasim has acquired majority stake in UltraTech,
to hive off its cement business into a separate the demerged cement business of L&T in 2004.
entity and merge the same with Samruddhi As per the scheme of arrangement for demerger,
Cement, its wholly owned subsidiary. Under the cement business undertaking was transferred
the Scheme, Grasim will transfer its cement to and vested in UltraTech CemCo Limited.
businesses, including related businesses to Grasim had made a successful open offer bid
Samruddhi and in consideration; Samruddhi for 30% of the equity of UltraTech with a view
will issue one equity share of Rs.5 each to every of taking management control. Concurrently,
one equity share of Grasim, in addition to their Grasim acquired 8.5% equity stake of UltraTech
existing Grasim shares. On completion of the from L&T, and Grasim and its associates have
process, Grasim shareholders will directly hold sold 14.95% of their holding in the demerged
35% in Samruddhi bringing down Grasim’s own L&T to L&T Employees’ Welfare Foundation.
holding to 65%. The transaction is expected to provide UltraTech
5. Acquisition of Uttar Pradesh State Cement an opportunity to leverage synergies with
Corporation (in Liquidation) by Jaiprakash Grasim and strengthen their ability to compete
Associates in Indian and overseas markets.
Jaipraksh Associates took over the assets of UP
Cement Corporation Ltd. for Rs. 459 crore and
upgraded and modernised the acquired plant to Data Analysis and Findings
a 3.0 million MT capacity along with captive For comparing the pre and post M & A financial
thermal power plants. performance of the acquiring Indian cement
6. Acquisition of ACC by Ambuja Cement companies, first of all the normality of the data
India Private was checked with the help of K-S test as well as
Holcim streamlined the ownership structure Shapiro-Wilk test. As the data set is less than 50,
of its operations in India by an intragroup the results of Shapiro-Wilk test are reported in
restructuring exercise wherein, Holcim increased Table 2. Here Pre and post signifies the financial
its shareholding in Ambuja Cements Ltd. to parameters before the M & A and after the M
61.39% and Ambuja in turn acquired Holcim’s & A.
50.01% stake in ACC Ltd.. Both Ambuja and
ACC are operating as separate entities with
their own brands and go-to-market strategies.
However, the restructuring will allow for closer
back-end cooperation between the companies as
well as simplify the group structure. The merger
From table 2, it may be observed that for certain three variables, for all other variables the data is
financial parameters such as pre and post return normally distributed. Hence, the study considers
on net worth, pre and post return on capital the parametric test i.e. Paired-samples T test for
employed, pre current ratio and pre earning comparing the performance of the acquiring
per share, the p values were less than 0.05 cement companies before and after the merger.
(Highlighted in table 2). Therefore, except these The results of the same are reported in table 3.
As per the test statistics of Paired Sample T payment expenses are usually on higher side.
Test, the event of M & A did not elicit a statistically Further, the current ratio which indicates
significant change in the financial performance the liquidity position of the company has also
for majority of the parameters (p>0.05), except not changed significantly after the merger. For
PBDIT, PBT, PAT, Net worth and Capital some companies, the pre merger current ratio
Employed. For the rest of the parameters, it may was observed to be marginally higher than the
be said that there is no statistically significant post current ratio. The same is true with the
improvement in acquiring cement companies’ debt- equity and interest coverage ratios which
performance in absolute terms after the M & A. have not changed post M & A.
The profitability of the companies as measured For earning per share, it may be observed
by PBDIT, PBT and PAT has increased in that though PAT has increased in absolute
absolute terms post M & A. However, the total terms after the M & A, there is no significant
income has not increased proportionately after improvement in EPS. This could be due to large
the M & A. Therefore, the ratio of PBDIT/ number of outstanding shares after the M & A.
Total Income, PBT/Total Income and PAT/Total The above mentioned analysis of pre and
Income did not show significant improvement in post M & A deal is a generalised one with
the acquiring companies’ financial performance respect to all the acquiring cement companies.
after M & A. This is further supported by the deal wise
For statistically significant changes in mean analysis of pre and post M & A financial
Net worth and Capital Employed, it may be performance attached as annexure 1.
said that companies fund such deals either
through raising equity or debt which adds to
the existing asset base and share capital of the Conclusion
company. Therefore, after the M & A, the Net
Worth and Capital Employed were observed to The paper reviews the consolidation in India
be greater. However, return on net worth and cement industry through M & As during the
capital employed have not shown significant year 2000 to 2013. The findings suggest that
improvement after merger. This could be there is an inconclusive impact of M & As on the
attributed to heavy interest and financial post M & A financial performance of the
charges. Cement industry is a capital intensive acquiring companies. The results are in
and therefore highly levered. Hence, the interest line with many such studies as described in
11
Dr. Bindiya Kunal Soni
Annexure I
Deal wise Pre and Post M & A Mean of Financial Parameters for Acquiring Cement Companies
in India
Pre and Post Aditya Ambuja Dalmia Grasim Grasim UltraTech Jaiprakash
Financial Birla Cement (2009) (2004) Associates
Parameter
Pre PBDIT 3147.06 551.19 122.13 2296.35 861.44 1307.26 864.64
Post PBDIT 4980.48 2085.89 595.92 2268.99 1443.46 3260.12 2834.34
Pre PBT 2254.82 271.51 13.76 2188.33 409.72 992.20 453.49
Post PBT 3825.40 1754.75 262.64 1937.77 1180.89 2392.09 1273.59
Pre PAT 1647.89 248.22 (0.72) 1482.20 377.44 674.96 339.12
Post PAT 2655.43 1285.73 155.60 1464.95 842.73 1715.74 903.63
Pre PBDIT /
Total Income 0.25 0.32 0.32 0.25 0.19 0.26 0.28
Post PBDIT /
Total Income 0.24 0.36 0.25 0.32 0.23 0.25 0.30
Pre PBT /
Total Income 0.18 0.16 0.26 0.24 0.09 0.19 0.14
Post Pbt /
Total Income 0.19 0.29 0.11 0.27 0.19 0.18 0.15
Pre Pat /
Total Income 0.13 0.14 0.09 0.16 0.08 0.13 0.10
Post PAT /
Total Income 0.13 0.22 0.06 0.21 0.14 0.13 0.11
Pre Net Worth 9378.17 1753.68 263.92 6450.94 2928.29 1837.39 1478.98
Post Net
Worth 15234.82 4001.07 2803.15 8795.98 4307.09 9396.13 7975.749
Pre Capital
Employed 12758.03 2820.46 1638.27 7247.15 3778.90 3190.66 4623.93
Post Capital
Employed 20779.19 3629.04 5076.98 8929.65 4823.06 12892.98 24644.18
Pre Return On
Net Worth 18.64 0.14 0.00 0.22 0.13 0.35 18.64
Post Return
On Net Worth 17.43 0.32 0.06 0.17 0.20 0.20 12.57
Pre Return
On Capital
Employed 23.51 0.20 0.03 0.31 0.23 0.39 15.80
Pre and Post Aditya Ambuja Dalmia Grasim Grasim UltraTech Jaiprakash
Financial Birla Cement (2009) (2004) Associates
Parameter
Post Return
On Capital
Employed 21.29 0.56 0.09 0.26 0.30 0.28 10.44
Pre Current
Ratio 0.70 0.62 4.65 0.80 1.16 0.99 1.16
Post Current
Ratio 0.66 0.77 1.05 1.12 0.82 1.11 1.30
Pre Debt
Eqity Ratio 0.30 9.95 0.22 29.57 21.97 12.78 2.12
Post Debt
Eqity Ratio 0.29 2.27 0.73 14.79 22.01 13.81 2.04
Pre Interest
Coverage
Ratio 12.89 4.63 0.38 21.58 4.41 15.36 2.23
Post Interest
Coverage
Ratio 19.24 34.71 2.54 35.77 11.55 17.39 2.36
Pre Earning
Per Share 76.11 15.01 0.04 161.68 41.17 54.09 16.76
Post Earning
Per Share 96.85 8.55 6.06 159.74 91.93 82.90 7.30
13
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