Monday, May 28, 2007

Japan: Japan’s New Triangular Merger Rules – Acquisition of Japanese Companies Through Share Exchang

Effective May 1, 2007, Japan’s new Company Law rules will allow foreign companies to use their shares in acquiring Japanese companies. While the new law and related regulatory changes are intended to facilitate cross-border M&A activity, non-Japanese acquirers interested in using triangular mergers will need to consider various business, tax and other legal issues when planning to pursue this type of transaction.

The new form of acquisition is called "triangular mergers" (sankaku gappei). As the name suggests, this transaction scheme will allow a non-Japanese company ("Foreign Acquirer") with a Japanese subsidiary ("Japanese Subsidiary") to acquire a Japanese target company ("Target") by having such Target merge with and into the Japanese Subsidiary. In such mergers, the consideration given to the shareholders of the Target can be in the form of cash or other assets, including shares of the Foreign Acquirer.
For more information http://www.mondaq.com/i_article.asp_Q_articleid_E_48012_A_rss_E_0

Thursday, May 24, 2007

SEBI's role in Takeover Price

In Letters to the Editor, ET,Page 14 THURSDAY, MAY 24, 2007

A clarification

[ THURSDAY, MAY 24, 2007 02:31:00 AM]

Apropos of the news item captioned “Sebi cannot decide takeover price” (ET, May 18), it needs to be pointed out that the heading of the news item is grossly misleading and wrong.
The caption apparently suggests that Sebi cannot decide takeover price and that the regulator has no role to play in the valuation of shares under takeover scheme.

However, the Supreme court of May 16, 2007 in the matter of H L Somany and others v/s. Sebi makes no such mention.

On the contrary, as has been rightly mentioned in the text of the news item, the Court has observed that Sebi has to be satisfied that the offer made is reasonable and fair, and in the interest of the shareholders and that as the regulator Sebi is not bound to accept the offer price which is required to be incorporated in the public offer, if it suspects the offer price does not represent the fair value of the shares determined in accordance with Regulation 20 (5).

Amrita Shukla
Manager (Communications), SEBI

RSM EquiCo

Hindustan Times, 23 May 2007 page 20

RSM EQUICO Capital markets LLC, the third largest investment banking player ni the sub-$100 milion space, is peddling a few companies to prospective indian buyers.RSM is a subsidiary of the US based financial services group H&R Block Inc. In overall ranking of US based investment bankers, RSM ranks 16 by the number of deals struck in 2006. The company has a presence in India through a sister concern RSM McGladrey which does research for the group. Akhilesh Ayear is the coo of the investment banking group.
RSM had recently advised in Batliboi's takeover of US based Quickmill

Tat Corus Fund raising plans

From
http://portal.bsnl.in/business.asp?intNewsId=90818&strDisplayStyle=block&intDaysBefore=4

18 Apr 2007 08:58:34

Tatas plan fund raising mix for Corus

MUMBAI: Tata Steel has opted for a mix of domestic rights, preference shares and overseas equity in a delicate balancing act aimed at ensuring financial stability and enough room for meeting future growth targets.

India's oldest steel company, which earlier this month became the fifth largest in the world after buying Corus, will issue shares on a rights basis to raise about $862 million while about $1 billion will come from another rights issue of convertible preference shares. The company will also mop up about $500 million either through an ADR or a GDR issue.

The money will be used to pay for the acquisition of Corus, which at $13.7 billion is the biggest overseas takeover by any Indian company. Of the cash value of $12.9 billion, Tata Steel has already mobilised $6.1 billion through a mixture of high-yield, mezzanine and long-term funding in the UK-based acquisition vehicle, Tata Steel UK.

The company has also invested $1.8 billion in a Singapore SPV using its cash reserves. This SPV, on its part, has raised $2.66 billion through bridge loans and will also use the $2.3 billion proposed to be raised through the just-announced transactions to fund the Corus deal.

Tata Steel has tried to ensure a balanced financial structure given the large nature of the Corus deal and the concerns of several investors about the costs involved. On January 31, Tata Steel shares had crashed after the company announced the winning bid for Corus at 608 pence per share as investors fretted about how the company is going to fund it.

Before the board meeting on Tuesday, the company had focussed on two issues - Ensure that its debt-equity ratio does not get out of control and leave enough flexibility for future fund-raising.

Too much of debt was, therefore, ruled out. Only 12% of the total amount of $4.1 billion that Tata Steel will invest in its Singapore-based subsidiary Tata Steel Asia Holdings, has been mopped up through debt. Also, after having borrowed $6.l billion in the UK SPV, the company could not afford to take on extra borrowing as it would skew its consolidated debt equity ratio.

The debt-equity ratio of the stand-alone company was 0.3. It made no sense to disturb it given that Tata Steel has mega expansion plans in the coming years. Equity, therefore, was the preferred option. However, even this had to be done in a staggered manner to ensure that investors don't suffer from a sudden and drastic dilution.

The steel major will raise $862 million from rights issue of equity shares to the shareholders in the ratio of 1:5 at a price of Rs 300 per share. This issue will be followed by an issue of convertible preference shares in the ratio of 1:7 worth about $1 billion. This will have a coupon rate of 2% with conversion into equity shares after two years at a price range of Rs 500-600 per share, as may be determined at the time of the issue.

The company will immediately follow it up with a foreign issue, either a GDR or an ADR, to raise $500 million. Managing director B Muthuraman refused to reveal where the money will be raised from, saying it "will depend on market conditions".

Initial reactions from analysts were cautiously positive. "The pricing of the rights issue is attractive and the whole funding is a good ploy to get the investors," said an analyst with a leading foreign brokerage house. Tata Steel shares ended the day 0.89% lower at Rs 528.6.

Attracting the "investor on the street", seems to be part of the rationale behind the fund-raising exercise. The equity dilution is spread out over three years. The other part is to keep the debt-equity ratio at a level that will give the company enough room to finance its multi-billion dollar greenfield and brownfield projects in the country.

"As of now, the stand-alone debt-equity ratio stands at 0.3%, and we are looking at a consolidated 1:1 ratio in the long term," said Koushik Chatterjee, vice-president (finance), Tata Steel. He did concede that initially the ratio might be "a little higher".

The rights and the foreign issue will dilute the capital of the company by 33% over three years, meaning an addition of Rs 280 crore to the current Rs 609 crore. The total debt of the two combine stands at about $8 billion, including $6.1 billion of Corus. The first rights issue would be done within four months, said Mr Chatterjee.

Tata Steel had to keep in mind other factors, too. Though the steel industry is on the upswing and is expected to remain so for some time, sudden unforeseen developments are always common. For instance, the cash value of the Corus deal has increased to $12.9 billion from $12.1 billion due to an increase of $800 million in the working capital for the Anglo-Dutch steelmaker.

From the initial price tag of about $8 billion, Corus' valuation increased after an intense race between Tata Steel and its Brazilian rival Companhia Siderurgica Nacional. At the end of the auction in January, the tag got heavier by $4 billion, leaving investors running scared and Tata Steel stock falling more than 10%.

Though Mr Muthuraman gave a positive outlook of two years for the global steel industry, analysts warn that most of the success of the fund-raising, given the high equity part, will depend on steel prices. "Though the structure keeps in mind the debt equity ratio, it perhaps is a little vulnerable to market conditions," said a senior official of a financial advisory firm.

Apart from the $3.3 billion that will be raised through the three instruments, the company has already mobilised $1.8 billion, making up for the $4.1 billion equity contribution of Tata Steel in the acquisition. Of the $1.8 billion, about $700 million comes from internal accruals, $500 million from external commercial borrowings and about $640 million was raised earlier through preferential issues of equity shares to Tata Sons.

"The funding has been rebalanced on the basis of availability. Unlike in the case of the acquisitions of NatSteel and Millennium Steel, which were financed through our internal accruals, here the structure is different. If you have a business of this size, you have to ensure the long-term viability," said Mr Chatterjee.

Details are being worked out, pointed out Mr Chatterjee, on the $1.41-billion long-term capital funding and the $1.25-b quasi-equity funding at Singapore subsidiary, Tata Steel Asia. "Thus, the debt equity ratio of the acquisition is almost 1:1," he noted.

Tata Corus Integration

From http://portal.bsnl.in/business.asp?intNewsId=90818&strDisplayStyle=block&intDaysBefore=4

18 Apr 2007 08:58:34


"The transaction stands completed on April 2," announced Mr Muthuraman. "We have already started the integration process and some 15-18 synergy teams, with about two members each from Corus and Tata Steel, have been formed. We estimate to save more than $350 million we had earlier expected from synergy of the acquisition."

Source: The Economic Times

Monday, May 21, 2007

NTN(MA) 22 May 2007

The Economic Times

22 May 2007

page 1

Sun phrama buys Taro for $454 million. Sun will pay $230 million to Taro shareholders and assume about $234 million of debt, whihc it will refinance at cheaper interest rates.

Last year, Dr Reddy;'s had bought out Germany's Betapham for $565 million in the largest overseas acquisition of a pharma company.

US based investment banking firm Greenhill & co, advised Sun pharma on the deal.

Page 8
Goldman Sachs group Inc teamed up with TPG Inc to buy Alltel Corp for about $24.7 billion in the largest leveraged buyout of a telecommunications company.

Hologic to take over Cytyc for $6.2 billion. Hologic said the deal would make it one of the largest companies in the world focused on advanced technology in women's health.

Sabic Basic Industries, based in Riyadh, Saudi Arabia, the world's biggest chemical company by market value, agreed to buy General Electric's plastics unit for $11.6 billion.

Terra firma to buy EMI for $4.7 billion.

Merrill to acquire stake in Goodman's GSO Hedge Fund. GSO Capital manages $8 billion and employs 115 people in New York, London, Houston and Los Angeles.

page 10
Sun Prama's found its shine in Taro acquisition. The valuation is at 1.5 times Taro's sales.Sun will fund the deal from proceeds of its foreign currency convertible bonds and internal acrruals.

Page 14
Sun Pharam to provide $45 m interim equity financing to Taro. the Israeli firm had begun takeover talks two months bnack following protracted losses and a deepening liquidity crunch. It had solicited offers from more than 20 potential bidders.

The deal however faces a challenge from minority shareholders. Franklin Advisers Inc. and Templeton Assets Management Ltd., whihc together own 9% of Taro, have filed a case in Tel Aviv seeking to prevent any transaction by Taro that could hurt minority shareholders.

Taro intends to contest the case vigorously as sun Pharma and Taro believe that the proceedings initiated by FRanklin and Templeton are without merit.

Kalpataru Power Transmission (KPTL) has acquired a 65% equity stake in Shree Shuham Logistics (SSL), a company engaged in warehousing activities in Rajastan

Page 20
Stanchart calls off bank of Bahrain deal. Stanchart had signed a nonbinding agreement with BBK in June 2005. They received an inprinciple approval from RBI. The bank signed a final agreement on February 28, 2006 and had approached the regulator. However, the central bank said that it would allow Stanchart to only takeover the busines and not the licences.

Mint 22 May 2007

Page 4
Sunphara to acquire Israel's Taro for $454 Mn

Page 5
UB Group begins integration exercise. UB has shifted two of its key officials Alok gupta and Ashok roy to Glasgow.Roy will be in charge of W&M's finances, while Gupta will look after marketing and brand operations United Spirits Great Britain Ltd., a 100% subsidiairy of United Spirits Ldt, acquired W&M in a leveraged buyout for which ICICI Bank and Citibank funded 635 million pound.

Sunday, May 20, 2007

NTN(MA) 21 May 2007

The Economic Times

19 May 2007

page 1
Citi arm arm to buy 85% in Sharekhan for Rs.650 cr. Citigroup Venture Capital (CVC) is believed to have bought 85% stake in retail brokerage Sharekhan for roughly Rs 650 crore. Mape advisory is Sharekhan's advisor in the deal.

In 2006, BNP Paribas paid Rs. 207 cr to buy a 33% stajke in retail brokerage house geojit Securities valuing the brokerage ast around Rs 620 crore. In the pat few years, private equity players have picked up stakes in brokerages such as Motilal Osswal, Edelweiss and Anand Rathi Securities.

Sharekhan has presence across 150 cities with over 100m branches and 310 franchiees.

The Economic Times

21 May 2007

Page 11
Ratan Tata to head corus merger panel
Tata Steel has formed a seven member integration committee to spearhead its union with corus group.

Page 14
Unicredit to buy Capitalia for $30b, create 5th largest bank. It will be the biggest bank in 13 nations using the euro

Mint 21 May 2007

page 18
Choosing applicable laws in international arbitration. A useful article for M&A students.

Page 19
Mirocsoft Corp.'s $6 billion deal to buy an online specialist called aQuantivi Inc. put sinto high gear a race between Madison Avenue and a new guard of technology businesses that are trying to dominate the unbridled market in brokering internet advertisements. Article has descriptions has a number of deals in this segment.

Thursday, May 17, 2007

NTN (News to Note) 18-5-2007

Mint 16 May 2007

Page 1

HDFC buys Chubb out of JV HDFC Chubb General Insurance Co.

Page 18
Thompson, Reuters agree on terms of merger

Page 19
After pact to get rid of Chrysler, Daimler turns to other challenges

Mint 17 May 2007

Page 1
Mallya pays $1.18 bn(Pound595 million or Rs 4,797 crore) for Whyte & Mackay. The deal is the fourth-biggest overseas deal announced by an Indian company this year. (What are the other three - Tata-Corus, Hindalco-Novelis, Third one?).

Page 7
Will Chrysler's next suitor be from India? Commentary by David Lazarus

Page 11
Oracle snaps up Agile.
Oracle Corp. announced deal to buy Agile software corp. for $495 million (Rs. 2,030 crore)

Page 20
Arcelor Mittal's first quarter net jumps 40% on rising steel prices.

Mint 18 May 2007

Page 1
Bajaj Auto split into three entities. Bajaj Auto, Bajaj Holdings and Investment Ltd.(BHIL), and Bajaj Finserv Ltd.(BFL)

page 3
Tata Steel nets record Q4 profit on higher prices. Net profit rose ot Rs 1,103 crore from rs 783 crore a year earlier.
*It is good to follow Tata Steel and Arcelor Mittal as they have done huge acquisitions last year.

page 6
Chrysler sale just what the doctor ordered: Dr Zetsche, CEoof DaimlerChrysler AG.

Wednesday, May 16, 2007

DaimlerChrysler Timeline

April 12, 1995: Kirk Kerkorian's Tracinda Corp. makes offer for Chrysler Corp. valuing company at $22.8 billion.
Feb. 7, 1996: Chrysler makes peace deal with shareholder Kerkorian in return for stock buybacks and board seat.

Feb. 12, 1998: Daimler-Benz AG and Chrysler Corp. begin secret takeover discussions.

May 7, 1998: Daimler-Benz's Juergen Schrempp and Chrysler Corp.'s Robert Eaton announce $36 billion takeover that creates DaimlerChrysler AG.

Nov. 17, 1998: DaimlerChrysler AG U.S. shares begin trading at $84.31 per share.

Jan. 6, 1999: DaimlerChrysler stock hits $108 per share.

Oct. 26, 2000 Chrysler posts $512 million loss for third quarter.

Oct. 30: Schrempp quoted as saying by the Financial Times he never intended a merger of equals but that it was portrayed that way "for psychological reasons."

Nov. 17: Schrempp puts Mercedes-Benz veteran Dieter Zetsche in charge of Chrysler.

Nov. 27: Kerkorian sues company and Schrempp for $9 billion, accusing them of fraud.

Jan. 29, 2001: DaimlerChrysler announces it will cut 26,000 jobs, or about one-fifth of the work force at Chrysler and idle six plants over the next several years.

March 2001: Stock falls from more than $50 per share to roughly $38 as DaimlerChrysler grapples with weak North American and European economies.

April 2005: Cash cow Mercedes Car Group posts its first quarterly loss in more than 10 years.

April 7, 2005: Kerkorian loses his fraud suit against company.

July 28, 2005: Schrempp announces he is stepping down, with Chrysler head Zetsche to replace him on Jan. 1, 2006.

Sept. 1, 2005: Zetsche also takes over as head of Mercedes Car Group.

September 2005: Mercedes Car Group announces elimination of 8,500 jobs.

January 24, 2006: Company says it will cut 6,000 white-collar jobs worldwide -- 20 percent of DaimlerChrysler's administrative work force.

Sept. 7, 2006: United Auto Workers union refuses to grant health care concessions to Chrysler Group, even though GM and Ford got them.

Feb. 14, 2007: DaimlerChrysler says it won't rule out "any option" including sale of Chrysler. Chrysler says it will cut 13,000 more workers. DaimlerChrysler shares rise 5 percent, to more than $67.

April 4, 2007: Zetsche says company is in talks about future of Chrysler but does not say if it will be sold.

April 5, 2007: Kerkorian's Tracinda Corp. makes a $4.5 billion cash offer for Chrysler.

May 14, 2007: DaimlerChrysler announces end of nine-year takeover effort as it agrees to sell 80 percent of Chrysler to private equity firm Cerberus for $7.4 billion (5.5 billion euros).

Tuesday, May 15, 2007

News to be Noted-NTN-DaimlerChrysler sells stake in Chrysler

Source Mint, 15th May 2007, page 18 and

http://www.livemint.com/2007/05/14145047/Daimler-hands-Chrysler-to-Cerb.html

DaimlerChrysler AG ended a nine-year investment in money-losing Chrysler, handing control of the carmaker to private-equity firm Cerberus Capital Management LP and getting out from under $19 billion of retirement benefits.

Cerberus will put up $7.4 billion with most of the money invested in Chrysler, while DaimlerChrysler will pay out a net amount of $650 million, the Stuttgart, Germany-based company said on 14 May in a statement. The agreement gives Cerberus 80.1% of Chrysler, while the Germans, who paid $36 billion for the automaker in 1998, will retain 19.9%.

Chrysler lost $680 million last year and ceded market share to Toyota Motor Corp. while relying too much on the stagnant North American market. DaimlerChrysler Chief Executive Officer Dieter Zetsche failed to keep the US carmaker profitable after completing a reorganization he began as head of the business.

Shares of DaimlerChrysler rose as much as 4.73 euros, or 7.8%, the biggest gain since former CEO Juergen Schrempp announced his departure in July 2005, to 65.34 euros and were up 6.5% at 10:47 a.m. in Frankfurt. The stock has surged 31% since 13 February, the day before Zetsche said “all options” were on the table for Chrysler’s future.

KVSSNRao

Monday, May 14, 2007

Current Teaching Responsibility and Study

Sunday, April 29, 2007
Current Teaching Responsibility and Study
I have to teach the subject Mergers and Acquisition from the last week of June 2007. I am going to use the book, Takeovers, Restructuring, and Corporate
Governance, fourth edition by Fred Weston, Mark Mitchell, and Harold Mulherin as the text book. There are 22 chapters in this book. As a part of my preparation, I plan to read 22 books one on each chapter to acquire the required depth in subject. I also plan to read five other books on mergers and acquisitions to pick up various ways of explaining the same topics.

The five books being used for broadening the knowledge are:


1. Wyatt & Kieso, Business Combinations: Planning and Action, International Text Book company, 1969
2. Weston & Samuel C. Weaver, Mergers and Acquisitions, Tata Mcgraw Hill, 2001
3. James W. Bradley and Donald H. Korn, Acquisition and Corporate Development, Lexington Books, D.C. Heath & Co., Lexington, 1981 ( a book by Arthur D. Little Executives)
4. P.S. Sudarsanam, The Essence of Mergers and Acquisitions, Prentice Hall of India Private Limited, New Delhi, 1997
5. Fred Weston et al., Takeovers, Restructuring, and Corporate governance, second edition

The books being used for deepening the knowledge include: 1. Book on Income tax of India, 2. Company Act of India, 3. Advanced Accounting text, 4. Valuation by Copeland, 5. Book on Joint Ventures by Yoz and Hamel, 6. M&A:
A Practical Guide to Doing the Deal by Jeffrey Hooke, 8. Strategic Management:Concepts and Cases by Thompson and Strickland 13th edition, and 9. Mergers et al, Issues, Implications, and Case Laws in Corporate Restructuring by S. Ramanujam.

I am now involved in a study marathon.
posted by KVSSNrao at 8:41 PM

Posted from www.kvssnrao.blogspot.com