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How GSK Boosts HUL in An All Equity Merger - Case Analysis - Ipleaders
How GSK Boosts HUL in An All Equity Merger - Case Analysis - Ipleaders
case analysis
By Diganth Raj Sehgal - March 9, 2021
This article is written by Utkarsh Sharma who is pursuing a Diploma in M&A, Institutional
Finance and Investment Laws (PE and VC transactions) from LawSikho.
Table of Contents
1. Introduction
2. About HUL and GSK India
2.1. Hindustan Unilever Limited (HUL)
2.2. GlaxoSmithKline Consumer Healthcare Limited (GSK India)
3. Understanding the deal structure between GSK and HUL
4. Analysis of the Deal
4.1. Business Strategy of HUL
4.2. Business Strategy of GSK
4.3. Deal Structure: Equity against Cash
4.4. How was the deal structured to save on taxes?
5. Effect on business growth, market reach, production and customers
5.1. Aftermath of COVID-19 for HUL
6. References
Introduction
In December, 2018, GlaxoSmithKline Consumer Healthcare Limited (GSK India) decided
to merge with Hindustan Unilever Limited (HUL) and the equity merger deal was
concluded in April, 2020. Such a decision came about after GlaxoSmithKline (GSK), the
parent company of GSK India, decided to divest GSK India and sell its business to the
existing Indian companies. Companies such as Nestle, HUL and Coca-Cola made bids for
acquiring GSK India and eventually the proposal of HUL was welcomed by GSK.
This decision of amalgamation by HUL was followed by a significant rise in the base
points (BPS) of shares of HUL and also net profits of HUL considering the adverse effect
on production and consumption level of products during COVID pandemic. Hence, in this
article, we shall analyse the merger between HUL and GSK and ascertain the strategic
reasons based on which the companies adopted this merger deal.
The arrangement also included a Consignment Service Agreement which stated that GSK
along with the equity shares of HUL would distribute its over-the-counter drugs (OTC) or
non-prescription drugs and oral healthcare products (OH) through the channels of HUL.
Such an arrangement would last for a period of five years and is also subject to renewal
by mutual consent. Parties also entered into an IT Transition Services Agreement for a
period of 12 months.
Analysis of the Deal
The large supply chain already in the hands of HUL would immensely help in injecting
the acquired products in areas where these products were less or not consumed at all. In
June, 2020, the company had also proposed to improve their market reach to rural areas
as well.
In exchange for the business of GSK India, HUL not only acquired successful trademarks
of GSK India but also its production units and distribution channels. Money in the name
of Goodwill was also paid to GSK in return. For the arrangement of OTC/OH with GSK,
HUL would provide their distribution channels and would also keep their margins making
it a win-win situation for the both entities. Hence, brands such as Crocin, Sensodyne,
Eno, etc. are not transferred to HUL and GSK would be responsible for demand
generation, portfolio strategy, R&D and marketing for these brands. Export of GSK India
products would be handled by Unilever India Exports Limited (UIEL), a subsidiary of
HUL.
HUL by June quarter saw a rise of 5% in market share and 24% growth in net profits i.e.
profit after tax. HUL further projects a rise in net profits by more than 20% margin and
rise in 500-700 BPS by next 4-5 years.
A variety of products offered through Horlicks brand significantly helped the company in
growing their Health Food Drinks (HFD) proceeds. The company in their investor
presentation has also mentioned that the company would be focusing more on
expanding their product availability in the rural areas. The company plans to utilise their
channels and increase their rural area market for milk energy drink. The acquisition has
made the company stand in front almost every sector of the FMCG industry. Products of
HUL for skin cleansing, skincare, tea, household care, health food drinks, hair care and
ketchup are foremost in the competition and customer preference.
The company is however optimistic about their business performance for these products
in 2021. The company’s plan is to remain relevant and keep on supplying hygiene
products to increase customer confidence and along with that generate demand for
products which have not performed well in 2020 through advertisements and various
data analysis techniques.
The company should also plan in increasing their online market and greater product
reachability through online means. The pandemic has not only improved the online
sector in general but has also aided in making the customers habitual towards online
market and home delivery of the products.
References
https://www.hul.co.in/investor-relations/quarterly-results/december-quarter-2020-
results/
https://www.hul.co.in/news/news-and-features/2020/huls-performance-highlights-
for-fy-2019-20.html
https://www.hul.co.in/Images/investor-presentation-22-07-2020_tcm1255-
553397_1_en.pdf
https://www.hul.co.in/Images/edelweiss-india-conference-feb-2021-vf_tcm1255-
559238_1_en.pdf
https://www.gsk.com/en-gb/media/press-releases/gsk-completes-divestment-of-
horlicks-and-other-consumer-healthcare-nutrition-products-in-india-and-certain-
other-markets/
https://www.gsk.com/en-gb/media/press-releases/gsk-to-divest-horlicks-and-other-
consumer-healthcare-nutrition-products-to-unilever/
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