Description
Valuation for Merger & Acquisition
VALUATION FOR MERGERS & ACQUISITION
1
MERGERS
? Combination of two or more companies into a
single company. ? Shareholders of Transferor Company become shareholders of Transferee Company. ? Different from „Acquisition? ? For e.g. Parke Davis into Pfizer, Ponds into HLL
2
ACQUISITIONS
? Purchase of a Company by other Company ? Acquirer more interested in assets (including
intangibles) / cash flows; less interested in mutual sharing of risk and benefits with target Company. ? Consideration may be in cash or shares. ? May be friendly or hostile ? For e.g. acquisition of Wimco by ITC, Anagram Finance by ICICI
3
OBJECTIVES
? Drop Down Effect of Global Restructuring ? Burroughs Wellcome (India) Ltd with GlaxoSmithkline Pharmaceuticals Ltd ? Reduce the number of Companies in Group ? Philips Medical System India Private Ltd & Philips Software Centre Private Ltd with Philips India Ltd ? Backwards & Forward Integration ? Kochi Refineries Ltd with Bharat Petroleum Corporation Ltd
4
OBJECTIVES
? Expansion ? Tata Chemicals Ltd. & Hind Lever Chemicals Ltd. ? Focus on Core Activities ? Demerger of cement business of Larsen &Toubro Ltd into Ultra Tech CemCo Ltd (Aditya Birla Group Company) ? Curtail Competition ? Hindustan Lever Ltd., merged itself with TOMCO, Doom Dooma Tea, Kwality, Dollops from Cadbury, Kissan from UB, Lakme
5
OBJECTIVES
? Bail Out „Takeovers?
? Tata Finance Ltd. with Tata Motors Ltd ? Tax Benefits
6
TYPES OF MERGER
? Horizontal
- Merger between business competitors engaged in same industry. For e.g. TOMCO & HLL ? Vertical - Merger of two companies in related lines of business. For e.g. Reliance Petro Ltd. & Reliance Industries Ltd ? Conglomerate - Merger of companies in different industries. For e.g. ITC Bhadrachalam & ITC
7
Valuation Concept
? Dictionary Meaning of “Valuation”: determination
of the value of an asset or liability. ? Value of the product could be different from its price ? Value refers to the intrinsic worth of an asset. ? Valuation is an Art and not a science
8
Valuation Concept (cont.)
? Price is the result of the negotiation process
between a willing Buyer and a willing Seller ? Valuation varies with purpose. ? A Valuation done today may not be valid tomorrow.
9
Valuation Concept (cont.)
? In case of Merger Valuation, attempt is not to
arrive at absolute values of the shares of the companies, but their relative values to facilitate determination of the exchange ratio
10
Valuation Purpose
? Merger / Demerger ? Purchase / Sale of Business (including ? ? ? ? ?
Slump Sale) Purchase / Sale of Intangible Assets Listing of the Shares Joint Venture Portfolio Value of Investments Buyback of Shares
11
Valuation Purpose (Cont.)
? ? ? ?
Family Separation Disinvestment by Govt. RBI / SEBI Approval Litigation
12
Steps in Valuation
?Obtaining Information
?Reviewing
the data collected and other
market data ?Conducting sensitivities on assumptions ?Selection and Application of Methods ?Assignment of Weights ?In case of Mergers, Determination Exchange Ratio ?Reports
of
13
Sources of Information
?Historical data such as audited results of
the companies being valued ?Discussions with the management of the companies involved ?Future projections ?Market surveys, news paper reports ?Representation by the management ?Stock market quotations ?Data on comparable companies
14
Valuation Methods
?ASSET BASED METHOD ? Book Value (NAV) ? Replacement Value/ Realisable Value ?EARNING BASED METHODS ? Past Earnings - Earnings Capitalisation
Method or Yield Method ? Future Earnings - Discounted Cash Flow (DCF) Method ? EBITDA Multiple Method
15
Valuation Methods (Cont.)
?EARNING BASED METHODS ? Sales Multiple Method ? Dividend Capitalisation ?MARKET APPROACH ? Market Price ? Market Comparables
16
Selection of Methods
?History and nature of business. ?Economic outlook for the Company and the
Industry in which it operates. ?Prior Sale of the firm?s equity ?Market Value of other firms which are traded actively in the free & open market ?Decisions of Indian Courts in the past It is fair to use combination of three well known methods - asset value, yield value & market value {Hindustan Lever Employees ‘ Union Vs. HLL (1995) 83 Com. Case 30 AIR 1995 SC 470}
17
Net Assets Method
? Assets at historical cost or replacement cost on
valuation date considered ? Intangible Assets - {Brooke Bond Lipton India Limited (1998) 15 SCL 81 (Cal)}
? Revaluation of Fixed Assets ? Deferred Tax Asset / Liabilities
? Outstanding liabilities deducted
18
Net Assets Method (Cont.)
?Following adjustments may be called for:
? ? ? ? ? ? ?
Accounting Policies Contingent Liabilities Sales Tax Deferment Loan Investments & Surplus Assets Inventory & Debtors Contingent Assets Preference Shares
19
Earnings Based Methods
?Earnings
? ? ?
Capitalization method / Yield method - determination of 3 parameters :
firstly; the “future maintainable profits” secondly; the “appropriate tax rate” thirdly; the “Capitalization rate / Price Earning Multiple”.
?Value determined by capitalizing future
Maintainable PAT by the capitalization rate and making adjustments for Non Operating Assets & Contingent Liabilities
20
Earnings Capitalisation
?Can be based on projections or past
21
performance ?Non-recurring and extraordinary items to be removed ?Profits of various years averaged ?Weightages may be assigned; generally current years profit assigned highest weight ?Maintainable profit after tax arrived at after applying effective tax rate
Discounted Cash Flow
? Cash is King!!! ? Values a business based on the expected Cash
Flows over a given period of time ? Involves detmernination of discount factor and growth rate for perpetuity ? Value of business is aggregate of discounted value of the cash flows for the explicit period and perpetuity ? Free Cash Flow („FCF”) ?FCF to Firm ?FCF to Equity
22
Discounted Cash Flow
FCF to Firm Preferred ? Cash Flows ?Projections ?Discounting ? It provides more sophisticated and reliable picture of a Company?s value than accounting approach. ? Helpful to all stakeholders (Equity / Preference / Debts) ? Determines value of a business as a function of the future cash earnings in present value terms.
23
Discounted Cash Flow
?Steps involved:
? ? ? ? ? ?
Present Value of future free cash flows for explicit period & perpetuity value Appropriate discount factor - Weighted Average Cost of Capital (WACC) Growth Rate for Perpetuity Capitalised Value of Perpetuity Enterprise Value = Aggregate DCF for explicit period + Perpetuity Value Equity Value = Enterprise Value - Debts
24
Discounted Cash Flow
Factors to be considered for reviewing projections ? Appraisal by Institutions and understanding of the Business ? Industry / Company Analysis ? Installed Capacity ? Capital Expenditure – increasing capacities ? Working Capital requirement ? Existing policy / legal framework ? Lapsing of Patents or copyrights ? Expected policy changes – Budget, EXIM policy etc. ? Taxation structure ? Alternative scenarios / sensitivities
25
Discounted Cash Flow
Weighted Average Cost of Capital (WACC)
WACC = D (D + E) x Kd (1 - t) + E (D + E) x Ke
D = Debt T = Income tax rate Ke = Cost of equity Where , Ke = Rf + ? x Erp Rf = risk free return
E = Equity Kd = Pre–tax cost of debt
? = Beta
Erp = Equity risk premium
26
Other Earnings Based Methods
?EBITDA Multiple ? Is the ratio of the value of the capital Employed (Equity + Debt) to EBITDA
?Sales Multiple
? Compares
Enterprise Value to Company?s
Sales
?Dividend Capitalisation Method
? Maintainable Dividend Capitalised at Expected
Yield
27
Market Price
?Evaluates the value on the basis of prices
quoted on the stock exchange
? Thinly traded / Dormant Scrip – Low Floating Stock ? Significant and Unusual fluctuations in the Market Price
?Weighted Average of quoted price for past 6
months ?Regulatory bodies often consider market value as important basis – Preferential allotment, Buyback, Takeover Code
28
Market Comparables
?Generally applied in case of unlisted entities
?Estimates value by relating an element with
underlying companies. Companies
element
of
similar
listed
?Based on market multiples of Comparable
? Book Value Multiples ? Industry Specific Multiples ? Multiples from Recent M&A Transactions.
29
Issues
?Value of surplus assets.
?Replacement value - reliance on valuers
30
report ?Investments/marketable securities ?Contingent liabilities ?Dividend on Preference shares ?Treatment of extraordinary items ?Unusual fluctuation in market prices ?Review of projections - Underlying assumptions
Issues (Cont.)
?Findings of due diligence reviews
?Dilution of equity- ESOP, Convertible
instruments, warrants ?Tax Benefits e.g. section 80IA, Sales Tax Exemption, etc. ?Assigning weightages to the values arrived at per different methods ?Joint Report - Consensus for exchange ratio
31
Exchange Ratio - How it works?
Method
NAV Earnings Market 48
Rs. Per Share Weight Product Co. A Co. B Co. A Co. B 10 8 1 10 8 20 32 2 40 64 25 24 2 50
5
100 120 Fair Value 20 24 Ratio : For every 5 shares held in Company B 6 shares of Company A
32
Important Court Decisions
?Hindustan Lever Employees „ Union Vs. HLL
(1995) 83 Com. Case 30 AIR 1995 SC 470 ?Sumitra Pharmaceuticals and Chemicals Ltd. re (1997) 88 Com Cases 619 (AP) ?Consolidated Coffee Ltd. Vs. Arun Kumar Agrawal (1999) 097 Com Cases 0001 (KAR) ?Miheer H. Mafatlal Vs. Mafatlal Industries (1996) 87 Com Cases 792 ?Dinesh V. Lakhani Vs. Parke Davis (India) Ltd. (2003) 47 SCL 80 (BOM)
33
DCA Guidelines
?Constitution of Expert Group
?Recommendatory
in
Nature,
not
yet
34
Compulsory. ?Registration of Valuers : Qualification, Code of Conduct ?Covers Companies based on its size or nature ?Joint valuers for merger of listed Companies ?Form of Valuation Report ?Penal Action for defaulters
Conclusion
?Of late, valuations have been soft targets
for mergers of listed companies ?Valuer to keep in mind fairness to all stakeholders ?Instances of minority shareholders delaying the merger process ?Balance needs to be achieved through transparency, fairness and best Corporate Governance practices
35
ACTIVITY CHART FOR MERGER
? Preliminary
discussions between the management of two companies. ? Appointment of Valuers & Solicitors ? Obtain Draft Scheme of Amalgamation & Valuers Report ? Approve the ratio in Board Meeting ? File draft scheme with Stock Exchanges & get their approval.
36
ACTIVITY CHART FOR MERGER
? File application with high court, get direction for
calling EGM. ? Send notices to Shareholders, Creditors, etc. ? Hold EGM ? File Chairman?s report with High Court ? Obtain liquidator?s report for Transferor Company
37
ACTIVITY CHART FOR MERGER
? Receive Court?s order sanctioning the scheme. ? File Court?s order with ROC ? Fixing of record date for allotment of shares. ? Normally whole process takes about 7 to 8
months.
38
THANK YOU
39
doc_844225039.pptx
Valuation for Merger & Acquisition
VALUATION FOR MERGERS & ACQUISITION
1
MERGERS
? Combination of two or more companies into a
single company. ? Shareholders of Transferor Company become shareholders of Transferee Company. ? Different from „Acquisition? ? For e.g. Parke Davis into Pfizer, Ponds into HLL
2
ACQUISITIONS
? Purchase of a Company by other Company ? Acquirer more interested in assets (including
intangibles) / cash flows; less interested in mutual sharing of risk and benefits with target Company. ? Consideration may be in cash or shares. ? May be friendly or hostile ? For e.g. acquisition of Wimco by ITC, Anagram Finance by ICICI
3
OBJECTIVES
? Drop Down Effect of Global Restructuring ? Burroughs Wellcome (India) Ltd with GlaxoSmithkline Pharmaceuticals Ltd ? Reduce the number of Companies in Group ? Philips Medical System India Private Ltd & Philips Software Centre Private Ltd with Philips India Ltd ? Backwards & Forward Integration ? Kochi Refineries Ltd with Bharat Petroleum Corporation Ltd
4
OBJECTIVES
? Expansion ? Tata Chemicals Ltd. & Hind Lever Chemicals Ltd. ? Focus on Core Activities ? Demerger of cement business of Larsen &Toubro Ltd into Ultra Tech CemCo Ltd (Aditya Birla Group Company) ? Curtail Competition ? Hindustan Lever Ltd., merged itself with TOMCO, Doom Dooma Tea, Kwality, Dollops from Cadbury, Kissan from UB, Lakme
5
OBJECTIVES
? Bail Out „Takeovers?
? Tata Finance Ltd. with Tata Motors Ltd ? Tax Benefits
6
TYPES OF MERGER
? Horizontal
- Merger between business competitors engaged in same industry. For e.g. TOMCO & HLL ? Vertical - Merger of two companies in related lines of business. For e.g. Reliance Petro Ltd. & Reliance Industries Ltd ? Conglomerate - Merger of companies in different industries. For e.g. ITC Bhadrachalam & ITC
7
Valuation Concept
? Dictionary Meaning of “Valuation”: determination
of the value of an asset or liability. ? Value of the product could be different from its price ? Value refers to the intrinsic worth of an asset. ? Valuation is an Art and not a science
8
Valuation Concept (cont.)
? Price is the result of the negotiation process
between a willing Buyer and a willing Seller ? Valuation varies with purpose. ? A Valuation done today may not be valid tomorrow.
9
Valuation Concept (cont.)
? In case of Merger Valuation, attempt is not to
arrive at absolute values of the shares of the companies, but their relative values to facilitate determination of the exchange ratio
10
Valuation Purpose
? Merger / Demerger ? Purchase / Sale of Business (including ? ? ? ? ?
Slump Sale) Purchase / Sale of Intangible Assets Listing of the Shares Joint Venture Portfolio Value of Investments Buyback of Shares
11
Valuation Purpose (Cont.)
? ? ? ?
Family Separation Disinvestment by Govt. RBI / SEBI Approval Litigation
12
Steps in Valuation
?Obtaining Information
?Reviewing
the data collected and other
market data ?Conducting sensitivities on assumptions ?Selection and Application of Methods ?Assignment of Weights ?In case of Mergers, Determination Exchange Ratio ?Reports
of
13
Sources of Information
?Historical data such as audited results of
the companies being valued ?Discussions with the management of the companies involved ?Future projections ?Market surveys, news paper reports ?Representation by the management ?Stock market quotations ?Data on comparable companies
14
Valuation Methods
?ASSET BASED METHOD ? Book Value (NAV) ? Replacement Value/ Realisable Value ?EARNING BASED METHODS ? Past Earnings - Earnings Capitalisation
Method or Yield Method ? Future Earnings - Discounted Cash Flow (DCF) Method ? EBITDA Multiple Method
15
Valuation Methods (Cont.)
?EARNING BASED METHODS ? Sales Multiple Method ? Dividend Capitalisation ?MARKET APPROACH ? Market Price ? Market Comparables
16
Selection of Methods
?History and nature of business. ?Economic outlook for the Company and the
Industry in which it operates. ?Prior Sale of the firm?s equity ?Market Value of other firms which are traded actively in the free & open market ?Decisions of Indian Courts in the past It is fair to use combination of three well known methods - asset value, yield value & market value {Hindustan Lever Employees ‘ Union Vs. HLL (1995) 83 Com. Case 30 AIR 1995 SC 470}
17
Net Assets Method
? Assets at historical cost or replacement cost on
valuation date considered ? Intangible Assets - {Brooke Bond Lipton India Limited (1998) 15 SCL 81 (Cal)}
? Revaluation of Fixed Assets ? Deferred Tax Asset / Liabilities
? Outstanding liabilities deducted
18
Net Assets Method (Cont.)
?Following adjustments may be called for:
? ? ? ? ? ? ?
Accounting Policies Contingent Liabilities Sales Tax Deferment Loan Investments & Surplus Assets Inventory & Debtors Contingent Assets Preference Shares
19
Earnings Based Methods
?Earnings
? ? ?
Capitalization method / Yield method - determination of 3 parameters :
firstly; the “future maintainable profits” secondly; the “appropriate tax rate” thirdly; the “Capitalization rate / Price Earning Multiple”.
?Value determined by capitalizing future
Maintainable PAT by the capitalization rate and making adjustments for Non Operating Assets & Contingent Liabilities
20
Earnings Capitalisation
?Can be based on projections or past
21
performance ?Non-recurring and extraordinary items to be removed ?Profits of various years averaged ?Weightages may be assigned; generally current years profit assigned highest weight ?Maintainable profit after tax arrived at after applying effective tax rate
Discounted Cash Flow
? Cash is King!!! ? Values a business based on the expected Cash
Flows over a given period of time ? Involves detmernination of discount factor and growth rate for perpetuity ? Value of business is aggregate of discounted value of the cash flows for the explicit period and perpetuity ? Free Cash Flow („FCF”) ?FCF to Firm ?FCF to Equity
22
Discounted Cash Flow
FCF to Firm Preferred ? Cash Flows ?Projections ?Discounting ? It provides more sophisticated and reliable picture of a Company?s value than accounting approach. ? Helpful to all stakeholders (Equity / Preference / Debts) ? Determines value of a business as a function of the future cash earnings in present value terms.
23
Discounted Cash Flow
?Steps involved:
? ? ? ? ? ?
Present Value of future free cash flows for explicit period & perpetuity value Appropriate discount factor - Weighted Average Cost of Capital (WACC) Growth Rate for Perpetuity Capitalised Value of Perpetuity Enterprise Value = Aggregate DCF for explicit period + Perpetuity Value Equity Value = Enterprise Value - Debts
24
Discounted Cash Flow
Factors to be considered for reviewing projections ? Appraisal by Institutions and understanding of the Business ? Industry / Company Analysis ? Installed Capacity ? Capital Expenditure – increasing capacities ? Working Capital requirement ? Existing policy / legal framework ? Lapsing of Patents or copyrights ? Expected policy changes – Budget, EXIM policy etc. ? Taxation structure ? Alternative scenarios / sensitivities
25
Discounted Cash Flow
Weighted Average Cost of Capital (WACC)
WACC = D (D + E) x Kd (1 - t) + E (D + E) x Ke
D = Debt T = Income tax rate Ke = Cost of equity Where , Ke = Rf + ? x Erp Rf = risk free return
E = Equity Kd = Pre–tax cost of debt
? = Beta
Erp = Equity risk premium
26
Other Earnings Based Methods
?EBITDA Multiple ? Is the ratio of the value of the capital Employed (Equity + Debt) to EBITDA
?Sales Multiple
? Compares
Enterprise Value to Company?s
Sales
?Dividend Capitalisation Method
? Maintainable Dividend Capitalised at Expected
Yield
27
Market Price
?Evaluates the value on the basis of prices
quoted on the stock exchange
? Thinly traded / Dormant Scrip – Low Floating Stock ? Significant and Unusual fluctuations in the Market Price
?Weighted Average of quoted price for past 6
months ?Regulatory bodies often consider market value as important basis – Preferential allotment, Buyback, Takeover Code
28
Market Comparables
?Generally applied in case of unlisted entities
?Estimates value by relating an element with
underlying companies. Companies
element
of
similar
listed
?Based on market multiples of Comparable
? Book Value Multiples ? Industry Specific Multiples ? Multiples from Recent M&A Transactions.
29
Issues
?Value of surplus assets.
?Replacement value - reliance on valuers
30
report ?Investments/marketable securities ?Contingent liabilities ?Dividend on Preference shares ?Treatment of extraordinary items ?Unusual fluctuation in market prices ?Review of projections - Underlying assumptions
Issues (Cont.)
?Findings of due diligence reviews
?Dilution of equity- ESOP, Convertible
instruments, warrants ?Tax Benefits e.g. section 80IA, Sales Tax Exemption, etc. ?Assigning weightages to the values arrived at per different methods ?Joint Report - Consensus for exchange ratio
31
Exchange Ratio - How it works?
Method
NAV Earnings Market 48
Rs. Per Share Weight Product Co. A Co. B Co. A Co. B 10 8 1 10 8 20 32 2 40 64 25 24 2 50
5
100 120 Fair Value 20 24 Ratio : For every 5 shares held in Company B 6 shares of Company A
32
Important Court Decisions
?Hindustan Lever Employees „ Union Vs. HLL
(1995) 83 Com. Case 30 AIR 1995 SC 470 ?Sumitra Pharmaceuticals and Chemicals Ltd. re (1997) 88 Com Cases 619 (AP) ?Consolidated Coffee Ltd. Vs. Arun Kumar Agrawal (1999) 097 Com Cases 0001 (KAR) ?Miheer H. Mafatlal Vs. Mafatlal Industries (1996) 87 Com Cases 792 ?Dinesh V. Lakhani Vs. Parke Davis (India) Ltd. (2003) 47 SCL 80 (BOM)
33
DCA Guidelines
?Constitution of Expert Group
?Recommendatory
in
Nature,
not
yet
34
Compulsory. ?Registration of Valuers : Qualification, Code of Conduct ?Covers Companies based on its size or nature ?Joint valuers for merger of listed Companies ?Form of Valuation Report ?Penal Action for defaulters
Conclusion
?Of late, valuations have been soft targets
for mergers of listed companies ?Valuer to keep in mind fairness to all stakeholders ?Instances of minority shareholders delaying the merger process ?Balance needs to be achieved through transparency, fairness and best Corporate Governance practices
35
ACTIVITY CHART FOR MERGER
? Preliminary
discussions between the management of two companies. ? Appointment of Valuers & Solicitors ? Obtain Draft Scheme of Amalgamation & Valuers Report ? Approve the ratio in Board Meeting ? File draft scheme with Stock Exchanges & get their approval.
36
ACTIVITY CHART FOR MERGER
? File application with high court, get direction for
calling EGM. ? Send notices to Shareholders, Creditors, etc. ? Hold EGM ? File Chairman?s report with High Court ? Obtain liquidator?s report for Transferor Company
37
ACTIVITY CHART FOR MERGER
? Receive Court?s order sanctioning the scheme. ? File Court?s order with ROC ? Fixing of record date for allotment of shares. ? Normally whole process takes about 7 to 8
months.
38
THANK YOU
39
doc_844225039.pptx