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De Merger

De Merger
It Involves selling of some of the assets only.

Assets in the form of:


Plant , Division, Product Line, Subsidiary, etc

Selling of Unproductive / Non Performing Assets

Generates Cash
– Used in expanding other assets / Operating Units
To Increase the profits of the demerged firm

Motive for De Merger is often positive


Financial Evaluation:

It can be considered as Reverse Capital Budgeting

In this
Selling Firm receives cash by divesting an asset say
division of the firm.

These Cash flows received are compared with Present


Value of CFAT (Cash Inflows After Taxes)
Methods of Demerger
Spin-off:

- Outright Sale of an operating unit / division


Termed as “Spin – Off”

- It requires creation of new separate,


Corporate firm

- Shares of the newly created legal entity are


distributed to existing shareholders of the
parent company
New entity becomes an independent company

Takes its own decision & developing its own


policies may be different from parent company

New entity will not pay any further cash to parent


company.
Split – Up:

It involves the breaking up of entire firm in a


series of Spin – offs, so that the parent
company no longer exists & only new
offspring survives
Example:

A Corporate Firm has Four Divisions:

A, B, C & D

Split up implies that four new corporate firms are to


be formed & original corporate firm is to be wound
up.

Cases:
KOEL – Kirloskar Oil Engines Ltd
Demerger of Ultra Tech Cement from L&T
Demerger of Tower Business of RCOM & RTL
into RITL – Reliance Infratel Ltd.
Case Study

KOEL
Kirloskar Oil Engines Ltd.
KOEL

KOEL – Incorporated in 1946 as Public Ltd. Co.

Manufactures
Diesel Engines & Automotive Components
Engine Bearings, Valves & Diesel Generating Sets

Applications : In Agriculture, Material Handling


Mining Machinery, Construction Equipments

During FY-08, KOEL earned 93% of its total revenue


from – Engines, 5 % from Auto-components
2 % from other Strategic Business Units
Demerger - KOEL
Company announced date of Demerger as 1 st April 2009

Demerger of Engine & Auto Component Business into


Kirloskar Engines Ltd – KEIL

KOEL has fixed Demerger Ratio at 3:4 which means


that existing shareholders of KOEL to get 3 shares of
KEIL for every 4 shares held in KOEL

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