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Valuation & Financial Re-organization

To know how we can assist you with our Valuation services, please contact

Mr. Chander Sawhney
Vice President
M: +91 9810557353
E: chander@indiacp.com

Mr. Maneesh Srivastava
Senior Manager
M: +91 9871026040
E: maneesh@indiacp.com
“In the business world, the rearview mirror is
always clearer than the windshield”
Warren Buffett

28/11/2013

Business Leadership Program – SCHOOL of
INSPIRED LEADERSHIP
Particulars

Pg. No.

Valuation

What and Why

4

How

11

When and Who

23

Tricky Issues

26

Financial Re-organization

35

28/11/2013

Business Leadership Program –
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WHAT & WHY
Value & Valuation

 Value is*


An Economic concept;



An Estimate of likely prices to be concluded by the buyer and seller of a good or
service that is available for purchase;



Not a fact.

 Valuation is the process of determining the “Economic Worth” of an Asset or
Company under certain assumptions and limiting conditions and subject to the
data available on the valuation date.
* Source -International Valuation Standard Council

28/11/2013

Business Leadership Program –
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Key Facts

PRICE IS NOT THE SAME AS VALUE

VALUE VARIES WITH PERSON, PURPOSE
AND TIME

TRANSACTION CONCLUDES AT
NEGOTIATED PRICES

VALUATION IS HYBRID OF ART &
SCIENCE

28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
S Standard of Valuation
T Thesis of Valuation
E Economics of Valuation

M Methodologies of Valuation

28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
Standard of
Valuation

Thesis of Valuation Economics of
Valuation

Methodologies of
Valuation

Standard of Value is the hypothetical conditions under which a business is valued.

While selecting the Standard of Value following points is to be taken care of
 Subject matter of Valuation;
 Purpose of Valuation;
 Statute;
 Case Laws;

 Circumstances.
Types of Standard of Value:

FAIR MARKET VALUE

INVESTMENT VALUE

INTRINSIC VALUE

FAIR VALUE

28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
Standard of
Valuation

Thesis of Valuation Economics of
Valuation

Methodologies of
Valuation

Thesis of Value is Premise of value which relates to the assumptions upon which
the valuation is based.

Premise of Value
 Going Concern – Value as an ongoing operating business enterprise.
 Liquidation

– Value when business is terminated . It could be ‘forced’ or ‘orderly’.

 Value-in-use
 Value-in-exchange

28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
Standard of
Valuation

Thesis of Valuation Economics of
Valuation

Methodologies of
Valuation

Valuation across business cycle follow the law of
economics
Turnover/Profits: Drops



Declining
Cos.

`



Turnover / Profits




Mature
Cos.







High Growth
Cos.



Growing
Cos.

Start Up
Cos.
28/11/2013












Proven Track Record: Substantial
Operating History
Method of Valuation: Entirely
from Existing Assets
Cost of Capital: N.A.

Turnover/Profits: Saturated
Proven Track Record: Widely Available
Method of Valuation: More from Existing Assets
Cost of Capital: May be High

Turnover/Profits : Good
Proven Track Record: Available
Valuation Methodology: Business Model with Asset Base
Cost of Capital: Reasonable

Turnover/Profits: Increasing still Low
Proven Track Record: Limited
Valuation Methodology: Substantially on Business Model
Cost of Capital: Quite High

Turnover/Profits: Negligible
Proven Track Record: None
Valuation Methodology: Entirely on Business Model
Cost of Capital: Very High

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP

Time
HOW
Intangibles#
Equity#
Net Current
Assets#

Net

Debt#

Stakeholders
# Based on Market Values
28/11/2013

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SCHOOL of INSPIRED LEADERSHIP

Fixed
Assets#

Assets

Value of Business

Enterprise Value

Enterprise / Business Value
Standard of
Valuation

Thesis of Valuation Economics of
Valuation

Methodologies of
Valuation

Valuation Approaches
Fundamental Method
Income Based
Method
Capitalization of
Earning Method
(Historical)

Discounted Cash
Flow Method
(Projected
Time Value)

Relative Method
Market Based
Method

Book Value Method

Comparable
Companies Market
Multiples Method
(Listed Peers)

Contingent Claim
Valuation
(Option Pricing)

Comparable
Transaction Multiples
Method
(Unlisted Peers)

Price of Recent
Investment Method

Liquidation Value
Method

Replacement Value
Method

28/11/2013

Other Method

Asset Based
Method

Rule of Thumb
Market Value Method
(For Quoted
Securities)

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP

(Multiples:
Customers, Rooms,
Seats, No. of visitors
etc.) - Depends
upon Industry
Need of several valuation methods?

Each has strengths and weaknesses

Different methods useful in different situations
Each gives a different “take” on the value of the
company’s stock
Provides a range of valuations instead of point
estimates
Helps in Sanity Check

While concluding Value, all the methodologies must be considered and then weights applied
as per the facts of the case. In other words, Value conclusion should be based on the
Professional Judgement and Simple Average should best be avoided while concluding
Value.
Sources of Information for Valuation
Historical financial results –
Income Statement, Balance
Sheets and Cash Flows

Sources of
Information

Data available in Public
Domain – Stock Exchange /
MCA/SEBI/Independent Report
Data on comparable
companies – SALES/EVEBITDA/ PAT/BV
Promoters and Management
background

Discussion and
Representation with/by
the management of the
Company

28/11/2013

Data on projects
planned/under
implementation
including future
projection
Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP

Industry and Regulatory
trends
Key drivers of valuation
CASH FLOW
Investor assign value based on the cash flow they expect to receive in the
future
That’s why DCF is most
- Dividends / distributions
- Sale of liquidation proceeds

Value of a cash flow stream is a function of
- Timing of cash Receipt

prominent

valuation

method

- Risk associated with the cashflow

ASSETS
Operating Assets
- Assets used in the operation of the business including working capital, Property, Plant &
Equipment & Intangible assets
- Valuing of operating assets is generally reflected in the cash flow generated by the
business

Non - Operating Assets
- Assets not used in the operations including excess cash balances, and assets held for
investment purposes, such as vacant land & Securities
- Investors generally do not give much value to such assets and Structure modification
may be necessary

Need for Restructuring

28/11/2013

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Valuation depends upon

Purpose
• Mergers
• IPO
• Acquisitions /
Investment

• Voluntary
Assessment

28/11/2013

Regulatory

Accounting

• RBI

• ESOP

• Income Tax

• Purchase Price
Allocation

• SEBI

• Impairment /
• Stock Exchange Diminution
• Companies Act

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Dispute
Resolution

Value
Creation

• Company Law • Equity Research
Board/ Courts
• Credit Rating
• Arbitration
• Corporate

• Mediation

Planning
Choice of Valuation Approaches
“Value in Valuation is a question,

and
Your choice of Method is the first step
towards answer”
Applicability of a particular approach depends upon:
On whose behalf? – one buyer vs another buyer, buyer vs seller;

For what purpose? – independent strategic acquisition, group company consolidation, cross
border transaction;

When? – distress situation, industry downturn, boom etc;

28/11/2013

Business Leadership Program –
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Choice of Valuation Approaches

•

In General, Income Approach is preferred;

The dominance of profits for valuation of share was emphasised in “McCathies case” (Taxation,
69 CLR 1) where it was said that “the real value of shares in a company will depend more on the
profits which the company has been making and should be capable of making, having regard to
the nature of its business, than upon the amount which the shares would realise on liquidation”.
 This was also re-iterated by the Indian Courts in Commissioner of Wealth Tax v. Mahadeo Jalan’s
case (S.C.) (86 ITR 621) and Additional Commissioner of Gift Tax v. Kusumben D. Mahadevia (S.C.)
(122 ITR 38).

• However, Asset Approach is preferred in case of Asset heavy companies
and on liquidation;
• Market Approach is preferred in case of listed entity and to evaluate the
value of unlisted company by comparing it with its listed peers;

28/11/2013

Business Leadership Program –
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Company Specific Factors
It is the alignment of
Company’s value via-avis to its external
environment
• Management, Promoter Group
• Operating, Capital and Corporate Finance Strategies
• Competitive advantages and cost position
• Product / Service offering / differentiation / pricing power
•Scale & Diversification
•Customer / Supplier concentration
•Corporate Governance
•Future prospects / Growth potential

•Industry peer group
•Regulatory environment
28/11/2013

Business Leadership Program –
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Industry Risk Analysis
Following factors are required to
be considered:

• Good vs. Difficult industry
• Porter’s 5 forces

• Industry life cycle (growth)
• Industry cyclicality (earnings quality)
• Leading indicators
• Competition (ROIC)
• Pricing dynamics; Demand vs. Supply (ROIC)
• Changing business environments
• Regulation (ROIC)

• Product characteristics (earnings quality)
• Capital intensity and cost base (ROIC)
• Event risk
28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
Rule of Thumb
A rule of thumb or benchmark indicator is used as a
reasonableness check against the values determined by the
use of other valuation approaches.
Industry

Valuation Parameters

Hospital

EV/Room

Engineering

Mcap/Order Book

Mutual Fund

Asset under management

OIL

EV/ Barrel of equivalent

Print Media

EV/Subscriber

Power

EV/MW, EBITDA/Per Unit

Entertainment & Media

EV/Per screen

Metals

EBITDA/Ton, EV/Metric ton

Textiles

EBITDA depend upon capacity utilization Percentage & per spindle value

Pharma Bulk Drugs

New Drug Approvals , Patents

Airlines

EV/Plane or EV/passenger

Shipping

EV/Order Book, Mcap/Order Book

Cement

EV/Per ton & EBITDA/Per ton

Banks

Non performing Assets , Current Account & Saving Account per Branch

However, Exclusive use of Rule of Thumb is not recommended
28/11/2013

Business Leadership Program –
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WHEN & WHO
Valuation in Indian Regulatory
Environment
SNAPSHOT OF REGULATORY VALUATIONS IN INDIA
Transactions

Prescribed Methodologies

Mandate to be done by

DFCF

CA / MB

Valuer Discretion

>5Mn$ - MB, otherwise CA/MB

Gift of Unquoted Equity
Shares (Min)

NAV

-

Gift of Unquoted Equity
Shares from Resident
(Max)

Reserve Bank of
India

DCF (Valuation Based on
Assets, Business &
Intangibles is also
acceptable)

FCA / MB

Price it would fetch if sold in
open market

MB

Valuer Discretion

MB

Inbound Investment

Outbound Investment

Income Tax
Gift of Unquoted Shares
other than Equity Shares
ESOP Tax

ESOP Accounting

Option – Pricing Model

-

Takeover Code/ Delisting Infrequently Traded

Only Parameters Prescribed
– Return on Net Worth, EPS,
NAV vis-a vis Industry
Average

CA/MB

Takeover Code/ Delisting Frequently Traded

Based on Market Price

-

Preferential Allotment to
Others

Based on 26 weeks / 2 weeks
Market Price

-

Preferential Allotment to
promoters / their relatives
for consideration other than
cash

Valuer Discretion

CA / MB

Companies Act,
1956

Sweat Equity

Valuer Discretion

-

Companies Act,
2013

any property, stock, shares,
debentures, securities or
goodwill or any other assets
or the net worth of the
Company or its liabilities

SEBI

Stock Exchanges

To be prescribed

REGISTERED VALUER
Some Specific Tricky Issues
Tricky issues in DFCF
 Pre Money or Post Money: If the effect of the money coming in Company is
taken in Projections, the Expanded capital base should be considered or else the

Equity Value should be reduced by the inflow amount to reconcile with the existing
capital base.

 Terminal growth rate: Since it is tough to estimate the perpetual growth rate of a
company, it is preferred to take the perpetuity growth rate factoring in long term
estimated GDP of the Country and Historical/Projection Inflation of the Country.

 Projection Validation via-a-vis Industry: Need to have Sanity check of the
projections with the trend of the industry.
 Beta of Unlisted Company:

It is calculated on relative basis by adjusting the

average beta of its comparable companies for differences in Capital Structure of the
unlisted company with the listed peers.
 Risk Free Rate: Yield of a Zero Coupon Bond or Long Term government Bond yield
should be taken as the risk free rate since it does not have any reinvestment risk .
28/11/2013

Business Leadership Program –
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Tricky issues in DFCF (Cont.)
 Adjustment of Company Specific Risk Premium or Small Company Risk
Premium: Small Companies are generally more risky than big companies. CAPM
model does not take into consideration the size risk and specific company risk as
Beta measures only systematic risk and Market Risk Premium (generally
pertaining to Sensex Companies). These risks should also be taken into account
while computing the cost of equity.

 Length of Projections: The Projected Cash Flows should factor in the entire
Business Cycle of a Company.
 Notional/Actual Tax: Actual Tax Liability may be worked out and replaced for the

Notional Tax Liability
 Investments: Investments should be valued separately based on their
Independent Cash Flows
 Surplus Assets: The Value of Surplus Assets (not being utilized for Business
purposes) should be added separately and their cash flows should be ignored
while computing the Free Cash Flows.
28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
Discounts
Discounts & Premiums come into picture when there exist difference between the
subject being valued and the Methodologies applied. As this can translate control value
to non-control and vise versa , so these should be judiciously applied.

– Impact on entity as a whole

• Discount for Entity Level
 Key Person Discount

Global Studies over the years on diversified

 Discount for Contingent Liability

companies and holding companies has shown

 Discount for diversified company

that companies trade at a discount in the range

 Discount for Holding Company

of 20%. to 40% each.

 Tax Payout
• Discount for Shareholders Level – Impact on specific ownership interest
 Discount Lack of Control (DLOC)
 Discount Lack of Marketability (DLOM)
DLOM:

As

per

CCI

Guidelines,

15%

• % stake & special rights

discount has been prescribed; however

• Size of distribution or dividends

practically DLOM and DLOC depends upon

• Dispute

following factors:

• Revenue / Earning – Growth / Stability
• Private Company

28/11/2013

• Shareholders Agreement caveats

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
Premium
“Beauty lies in the eyes of the beholder; valuation in
those of the buyer”

Financial
Year

No. of
Transactio
ns

Median
Premium

• An investor seeking to acquire control of a company is

the company. Control premium is an amount that a buyer is

2006

25

37%

2007

29

20%

2008

38

26%

2009

44

29%

2010

22

31%

2011

42

32%

Total

typically willing to pay more than the current market price of

228

30%

usually willing to pay over the fair market value of a publicly
traded company to acquire controlling stake in a company.
• Control can be direct (shareholding or Authority to appoint
Board) or indirect (veto power, casting vote etc)

• Research has shown that the control premium in India has
ranged from 20% to 37% in the past few years having
median of 30%.

28/11/2013

Business Leadership Program –
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Excess Cash and Non Operating Assets
Excess cash is defined as ‘total cash (in balance
sheet) – operating cash (i.e. minimum required cash)
to sustain operations (working capital) and manage
contingencies
Key Issue: Estimation of Excess Cash ?

One of the solutions is to estimate average
cash/sales or total balance sheet size of the
company’s relevant Industry and then estimate if
the company being valued has cash in excess of the
industry’s average.
Non operating Assets are the Surplus assets which are not used in operations of the business and does not
reflect its value in the operating earnings of the company. Therefore the fair market value of such Assets should be
separately added to the value derived through valuation methodologies to arrive at the value of the company.
What is an asset is not yielding adequate returns ?
28/11/2013

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Cross Holding and Investments

Holdings in other firms can be categorized into:
Types of Cross Holding
Minority, Passive Investments

Meaning
If the securities or assets owned in another firm represent less
than 20% of the overall ownership of that firm

Minority, Active Investments

If the securities or assets owned in another firm represent
between 20% and 50% of the overall ownership of that firm

Majority, Active Investments

If the securities or assets owned in another firm represent more

than 50% of the overall ownership of that firm

Ways to value Cross Holding and Investments:
Investment Value

By way of

Dividend Yield Capitalization or DCF based on expected dividends

Agreement
holding

Separate Valuation (Preferred)
28/11/2013

even

may

control value
Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP

Shareholders

less

%

command
Accounting Practices and Tax issues
Most of the information that is used in
valuation comes from financial statements.
which

in

turn

Accounting

are

practices

appropriate.
• Cash Accounting v/s Accrual Accounting

• Operating Lease v/s Financial Lease
• Capitalization of Expenses
• Notional Tax vs. Actual Tax
• Treatment of Intangible Assets
• Companies Paying MAT
• Treatment of Tax benefits and Losses
28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP

made

on

certain

considered
Valuation Methodologies and Value Impact
Major Valuation Methodologies

Ideal for

Result

Net Asset Value
Net Asset Value (Book Value)

Minority Value

Equity Value
Net Asset Value (Fair Value)

Control Value

Comparable Companies Multiples (CCM) Method
Price to Earning , Book Value Multiple

EBIT , EBITDA Multiple

Minority Value

Equity Value

Enterprise Value

Comparable Transaction Multiples (CTM) Method
Price to Earning , Book Value Multiple

Equity Value
Control Value

EBIT , EBITDA Multiple

Enterprise Value
Discounted Cash Flow (DCF)

Equity

Control Value

Firm

28/11/2013

Equity Value
Enterprise Value

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
Financial Re-organization
Capital Market Valuation
Particulars
Surplus Assets [including Cash]
Excess Debt in Capital Structure

Excess Trading Business in Manufacturing Sector
Diversified Business Model
Excess Business in Subsidiary Company
Company Performance [Operating Profits; Net Profits; New Products;
Capacity Expansion]
Increasing Cash Flows of Business
Better Corporate Governance

Better Disclosures [Investor, Analysts & Stakeholders Communication]
Regular Dividends / Bonus / Buyback
Corporate Re-organisation / M&A
Joint Ventures / Acquisitions
Market Perception

28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP

Effect

Market Cap
Reorganization Tools

Tools

Business objectives

Merger

Consolidation of
businesses / entities

De-merger/
hive - off

Divest non-core
business

Acquisitions

Acquiring interest in
new business/ entity

Internal
Reorganization

Restructuring within the
Company

Reorganization
of BUSINESS

28/11/2013

Business Leadership Program –
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Key Drivers for Re-organization

Unlocking of Value and
its Sustainability

Restatement of Balance
Sheet

Business clarity to
Investors and Analysts
Improving Governance
Processes

Positioning the
businesses to be more
competitive
Making Businesswise
Fund raising possible

Business Risk
Management

Stock & Credit Rerating
Investor Relations
Points to ensure while implementing the restructuring exercise
The transaction
should be Tax
efficient

It should be easy
to Implement with
least possible
regulatory hassles

Scheme should be
acceptable to all
Stakeholders

Ensure that there
is least possible
Stamp
Duty/Transfer
Charges

Cost Effectiveness
M&A objectives – What it means?
Synergies & Economies of Scale
Gain access to new markets, customers, products
Diversification of Risks
Access to New Technology and Knowledge
Ability to limit competition / gain market share

M&A is primarily driven with motive of achieving Inorganic growth and Synergy i.e. the potential additional value gain from
combining two firms, either from operational or financial sources.

However, certain studies have shown that most – but not all – M&A fail to deliver value and bridge the price-value gap
One of the reasons is that the aggressive promoters in consultation with eager advisors may result in pushing up the acquisition
price; Resultantly, the value often get transferred from acquirer’s shareholders to target company’s shareholders;

28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
Why is there a Mismatch between Buyer & Seller expectations?

1. Differences in Risk Assessment arising from  Company Specific Risk
• Management capability
• Future Cash Flows
 Industry Risk - Business Cycles, Industry Outlook

2. Intangible Asset Valuations
3. Unproductive, high value fixed assets housed in target company

4. Cash and Stock Payout ratio
5. Ability to raise funding on buyer’s or target company’s b/s

6. Estimation of synergies (cost and revenue)

28/11/2013

Business Leadership Program –
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Swap Ratio Valuation
•

In case of a merger valuation, the emphasis is on arriving at the relative values
of the shares of the merging companies to facilitate determination of the swap
ratio
– Hence, the purpose is not to arrive at absolute values of the shares of the
companies

•

The key issue to be addressed is that of fairness to all shareholders

– This is particularly important where the shareholding pattern and shareholders
vary between the two companies
•

There are established legal precedence for merger valuation methodologies

– Valuer’s role is to incorporate case specific factors and use appropriate
methodologies so as to determine a fair ratio
– Usually, best to give weight ages to valuation by all methods

– Market price method and Earnings methods dominate.

28/11/2013

Business Leadership Program –
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Impact of Swap Ratio Valuation

•

If the exchange ratio is set too high, there will be a transfer of wealth
from the bidding firm’s stockholders to the target firm’s stockholders.

•

If the exchange ratio is set too low, there will be transfer of wealth from
the target firm to the bidding firm’s stockholders.

28/11/2013

Business Leadership Program –
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43
CASE STUDY
Calculation of Exchange
Ratio in M&A and
Independent Buyer-Seller
perspective
Merger of a Unlisted Power Company into Listed Steel
Manufacturing Company
Features of Steel Company*
o Frequently Traded Listed Company
o Low Profit Margin, due to high Power Cost
o Running in Low Capacity Utilization due to poor supply of Power
Features of Power Company*
o Unlisted Company
o Company is implementing the Power Plant of 9.5 MW , The Production is expected to
start with in Year
Acquisition Rationale
o Location Advantage, both companies have their unit in same Location
o Synergistic benefits- (Captive Power Plant will reduce the Operating cost, because Steel
Industry is energy consuming)
o Tax benefit from the unabsorbed losses of Power Company
o Up the value chain
o Capacity utilization will increase in existing steel business, due easy availability of Power
28/11/2013

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*Common Promoter Group
Merger of a Unlisted Power Company into Listed Steel
Manufacturing Company
EXCHANGE RATIO & VALUATION –MERGER
• Valuation on Steel Company
Valuation Method Rs
Crores

Weights

Value of
Company

Weighted Value

Market Cap

2

100

200

Income Method

2

95

190

NAV

1

150

150

Fair Value of Company

108

• Valuation on Power Company
Valuation Method Rs
Crores

Weights

Value of
Company

Weighted Value

Market Cap

2

NA

NA

Income Method^

2

90

180

NAV

1

50

50

Fair Value of Company
^ considering 3 years forward earnings and 80-90% Capacity utilization basis
28/11/2013

76.67
Pre and Post Shareholding
Pre Merger Shareholding of Steel Company
Category
Promoter

No of shares

Independent
Perspective

% Holding

5,000,000

50%

Public

5,000,000

50%

Total

10,000,000

100%

Pre Merger Shareholding of Power
Company
Category
Promoter

No of shares

% Holding

5,000,000

100%

-

-

5,000,000

100%

Public
Total

Post Merger Shareholding of Steel
Company
Category
Promoter

No of shares

% Holding

12,099,074
5,000,000

29%

Total

17,099,074

100%

Valuation of Power business on as
is basis – Rs.55 crores
Assets Method
Earnings Method (Includes
premium for the license)
Valuation of Power business
taking into account synergies –
Rs. 70 crores
An independent Buyer would bid
an amount in excess of valuation
on standalone basis (Rs. 55
crores)
and
below
Synergy
valuation (Rs.70 crores).

71%

Public

Buyer-Seller

28/11/2013

Acquisition Price would finally
depend on negotiations.

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
De

Mystify
Merger

Industry Outlook
Pros and Cons of Diversified Business in one Entity

- Availability of Inter division Cash Flows for

- Markets perceive lack of

servicing of debt;

- Management focus

- Security for debt providers;

- Business Clarity

- Cushioning impact of business down turns;

- Transparency

- Better size in terms of revenues

- Difficulty in Business wise Fund
Raising
- Diversified Business Discount
resulting in sub-optimal Businesswise
Valuations

28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
However, there are other reasons as well, likeSettling family agreements – Reliance Industries
Unlocking shareholders value – Cadila Healthcare
Focus on core competencies – Bajaj Auto
Facilitate strategic investment – Volvo & Eicher Motors
Regulatory Reasons – Zee Telefilms

Divestment - Piramal Healthcare Limited
De-risking the business model – Sun Pharmaceutical
Demerger of Research & Development division

28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
Demerger resulted in increased shareholders value

Reliance Group

Market prices (In Rs)
Pre demerger

Post demerger

Reliance Industries

702

698

Reliance Capital Ventures

-

23

Reliance Communication
Ventures

-

292

Reliance Energy Ventures

-

43

Reliance Natural
“That is what
Resource

learning

is,

you

suddenly
-

understand
18

something you have understood all your life, but in a new
TOTAL

702

1074

way”
…………………………….. Doris Lessing
28/11/2013

Business Leadership Program –
SCHOOL of INSPIRED LEADERSHIP
Offering varied legal & financial services, 'Corporate Professionals' has emerged as an innovative leader in
delivering corporate advisory & solutions. Aiming to become a one-stop-shop offering integrated legal and
financial solutions, the Group has successfully completed a high number of corporate transactions in the last
couple of years. We have successfully engaged in and executed over 3000 assignments of more than 1200
corporate houses, domestic as well as international, across several Industries.
The Group has distinctively positioned itself as Merchant Banker (SEBI Cat-I license) with Boutique
Investment Banking & Transaction Advisory services and as Legal Advisors with high quality comprehensive
Corporate Laws, Tax & Regulatory services. With an endeavor to satisfy our clients' stated as well as
unstated needs, we adopt the most feasible and legally viable approach to execute assignments in a
seamless, cost effective and time bound manner. High Integrity and Confidentiality in dealing with clients
and assignments undertaken is deeply inculcated in our team.
The Group prestigiously owns a strong skill set that comes from its research oriented, multi-disciplinary,
young and dynamic team. With right blend of legal and financial skills, continuous focus on research and
effective use of Information Technology, Corporate Professionals is creating customized products, for

different class of clients. Innovative flair of executing assignments with problem solving zeal and use of
Technology has enabled us to offer path breaking solutions. Not just for executing Clients' Assignments but
also in internal management, the Group adheres to a system driven approach.
The Group dedicates around 30% working time of its professional team on continuous research in the
dynamic legal and financial fields, with an object of creating a knowledge hub, extensive knowledge
dissemination and to develop skills of its team to deliver high quality services.
“Corporate Professionals” refers to one or more of group companies and its network of firms and other
entities, each of which is a separate legal, independent entity. For more details, please visit
www.corporateprofessionals.com.

About
Corporate Professionals
Our Valuation Team

Mr. Chander Sawhney
Vice President
M: +91 9810557353
D: +91 11 40622252
E: chander@indiacp.com

Mr. Maneesh Srivastava
Senior Manager
M: +91 9871026040
D: +91 11 40622255
E: maneesh@indiacp.com

Mr. Gaurav Kumar Barick
Assistant Manager
M: +91 8130141874
D: +91 11 40622241
E: gaurav@indiacp.com

Mr. Sameer Verma
Assistant Manager
M: +91 9911945607
D: +91 11 40622216
E: sameer@indiacp.com
As Close As You Need
As Far As You Go……

Mumbai Office

Delhi Office

Indian Offices

D-28, South Ex., Part-I, New Delhi-110049,
D-38, South Ex., Part-I, New Delhi-110049,
T: +91 11 40622255
M:+ 91 9871026040,
E: info@indiacp.com

520, Mastermind- I, Royal Palms Estate, Aarey
Colony,
Goregaon East, Mumbai -400065
T: +91 2267109044
M:+ 91 9820079664
E: mahipal@indiacp.com

Bedford Office (United Kingdom)
2-4 Mill Street, MK40 3HD, Bedford
Switchboard: +44 (0) 2030063240,
E: ukoffice@indiacp.com

Overseas Offices

India
Ahmedabad, Allahabad, Bangalore, Bhopal, Bhubaneshwar, Chandigarh, Chennai, Coimbatore, Goa, Guwahati, Gwalior,
Hyderabad, Indore, Jaipur, Jammu, Kanpur, Kochi, Kolkata, Lucknow, Ludhiana, Patna, Pune.

Our Associates

Overseas
Bulgaria, Belgium, British Virgin Islands, Canada, China, Costa Rica, Cyprus, European Union, Germany, Hongkong, Ireland,
Japan, Kenya, Malaysia, Mauritius, Singapore, Sri Lanka, Switzerland, The Netherlands, Turkey, United Arab Emirates, United
Kingdom, United States.

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Valuation and Financial Reorganisation

  • 1. Valuation & Financial Re-organization To know how we can assist you with our Valuation services, please contact Mr. Chander Sawhney Vice President M: +91 9810557353 E: chander@indiacp.com Mr. Maneesh Srivastava Senior Manager M: +91 9871026040 E: maneesh@indiacp.com
  • 2. “In the business world, the rearview mirror is always clearer than the windshield” Warren Buffett 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 3. Particulars Pg. No. Valuation What and Why 4 How 11 When and Who 23 Tricky Issues 26 Financial Re-organization 35 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 5. Value & Valuation  Value is*  An Economic concept;  An Estimate of likely prices to be concluded by the buyer and seller of a good or service that is available for purchase;  Not a fact.  Valuation is the process of determining the “Economic Worth” of an Asset or Company under certain assumptions and limiting conditions and subject to the data available on the valuation date. * Source -International Valuation Standard Council 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 6. Key Facts PRICE IS NOT THE SAME AS VALUE VALUE VARIES WITH PERSON, PURPOSE AND TIME TRANSACTION CONCLUDES AT NEGOTIATED PRICES VALUATION IS HYBRID OF ART & SCIENCE 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 7. S Standard of Valuation T Thesis of Valuation E Economics of Valuation M Methodologies of Valuation 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 8. Standard of Valuation Thesis of Valuation Economics of Valuation Methodologies of Valuation Standard of Value is the hypothetical conditions under which a business is valued. While selecting the Standard of Value following points is to be taken care of  Subject matter of Valuation;  Purpose of Valuation;  Statute;  Case Laws;  Circumstances. Types of Standard of Value: FAIR MARKET VALUE INVESTMENT VALUE INTRINSIC VALUE FAIR VALUE 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 9. Standard of Valuation Thesis of Valuation Economics of Valuation Methodologies of Valuation Thesis of Value is Premise of value which relates to the assumptions upon which the valuation is based. Premise of Value  Going Concern – Value as an ongoing operating business enterprise.  Liquidation – Value when business is terminated . It could be ‘forced’ or ‘orderly’.  Value-in-use  Value-in-exchange 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 10. Standard of Valuation Thesis of Valuation Economics of Valuation Methodologies of Valuation Valuation across business cycle follow the law of economics Turnover/Profits: Drops   Declining Cos. `  Turnover / Profits   Mature Cos.      High Growth Cos.   Growing Cos. Start Up Cos. 28/11/2013         Proven Track Record: Substantial Operating History Method of Valuation: Entirely from Existing Assets Cost of Capital: N.A. Turnover/Profits: Saturated Proven Track Record: Widely Available Method of Valuation: More from Existing Assets Cost of Capital: May be High Turnover/Profits : Good Proven Track Record: Available Valuation Methodology: Business Model with Asset Base Cost of Capital: Reasonable Turnover/Profits: Increasing still Low Proven Track Record: Limited Valuation Methodology: Substantially on Business Model Cost of Capital: Quite High Turnover/Profits: Negligible Proven Track Record: None Valuation Methodology: Entirely on Business Model Cost of Capital: Very High Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP Time
  • 11. HOW
  • 12. Intangibles# Equity# Net Current Assets# Net Debt# Stakeholders # Based on Market Values 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP Fixed Assets# Assets Value of Business Enterprise Value Enterprise / Business Value
  • 13. Standard of Valuation Thesis of Valuation Economics of Valuation Methodologies of Valuation Valuation Approaches Fundamental Method Income Based Method Capitalization of Earning Method (Historical) Discounted Cash Flow Method (Projected Time Value) Relative Method Market Based Method Book Value Method Comparable Companies Market Multiples Method (Listed Peers) Contingent Claim Valuation (Option Pricing) Comparable Transaction Multiples Method (Unlisted Peers) Price of Recent Investment Method Liquidation Value Method Replacement Value Method 28/11/2013 Other Method Asset Based Method Rule of Thumb Market Value Method (For Quoted Securities) Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP (Multiples: Customers, Rooms, Seats, No. of visitors etc.) - Depends upon Industry
  • 14. Need of several valuation methods? Each has strengths and weaknesses Different methods useful in different situations Each gives a different “take” on the value of the company’s stock Provides a range of valuations instead of point estimates Helps in Sanity Check While concluding Value, all the methodologies must be considered and then weights applied as per the facts of the case. In other words, Value conclusion should be based on the Professional Judgement and Simple Average should best be avoided while concluding Value.
  • 15. Sources of Information for Valuation Historical financial results – Income Statement, Balance Sheets and Cash Flows Sources of Information Data available in Public Domain – Stock Exchange / MCA/SEBI/Independent Report Data on comparable companies – SALES/EVEBITDA/ PAT/BV Promoters and Management background Discussion and Representation with/by the management of the Company 28/11/2013 Data on projects planned/under implementation including future projection Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP Industry and Regulatory trends
  • 16. Key drivers of valuation CASH FLOW Investor assign value based on the cash flow they expect to receive in the future That’s why DCF is most - Dividends / distributions - Sale of liquidation proceeds Value of a cash flow stream is a function of - Timing of cash Receipt prominent valuation method - Risk associated with the cashflow ASSETS Operating Assets - Assets used in the operation of the business including working capital, Property, Plant & Equipment & Intangible assets - Valuing of operating assets is generally reflected in the cash flow generated by the business Non - Operating Assets - Assets not used in the operations including excess cash balances, and assets held for investment purposes, such as vacant land & Securities - Investors generally do not give much value to such assets and Structure modification may be necessary Need for Restructuring 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 17. Valuation depends upon Purpose • Mergers • IPO • Acquisitions / Investment • Voluntary Assessment 28/11/2013 Regulatory Accounting • RBI • ESOP • Income Tax • Purchase Price Allocation • SEBI • Impairment / • Stock Exchange Diminution • Companies Act Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP Dispute Resolution Value Creation • Company Law • Equity Research Board/ Courts • Credit Rating • Arbitration • Corporate • Mediation Planning
  • 18. Choice of Valuation Approaches “Value in Valuation is a question, and Your choice of Method is the first step towards answer” Applicability of a particular approach depends upon: On whose behalf? – one buyer vs another buyer, buyer vs seller; For what purpose? – independent strategic acquisition, group company consolidation, cross border transaction; When? – distress situation, industry downturn, boom etc; 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 19. Choice of Valuation Approaches • In General, Income Approach is preferred; The dominance of profits for valuation of share was emphasised in “McCathies case” (Taxation, 69 CLR 1) where it was said that “the real value of shares in a company will depend more on the profits which the company has been making and should be capable of making, having regard to the nature of its business, than upon the amount which the shares would realise on liquidation”.  This was also re-iterated by the Indian Courts in Commissioner of Wealth Tax v. Mahadeo Jalan’s case (S.C.) (86 ITR 621) and Additional Commissioner of Gift Tax v. Kusumben D. Mahadevia (S.C.) (122 ITR 38). • However, Asset Approach is preferred in case of Asset heavy companies and on liquidation; • Market Approach is preferred in case of listed entity and to evaluate the value of unlisted company by comparing it with its listed peers; 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 20. Company Specific Factors It is the alignment of Company’s value via-avis to its external environment • Management, Promoter Group • Operating, Capital and Corporate Finance Strategies • Competitive advantages and cost position • Product / Service offering / differentiation / pricing power •Scale & Diversification •Customer / Supplier concentration •Corporate Governance •Future prospects / Growth potential •Industry peer group •Regulatory environment 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 21. Industry Risk Analysis Following factors are required to be considered: • Good vs. Difficult industry • Porter’s 5 forces • Industry life cycle (growth) • Industry cyclicality (earnings quality) • Leading indicators • Competition (ROIC) • Pricing dynamics; Demand vs. Supply (ROIC) • Changing business environments • Regulation (ROIC) • Product characteristics (earnings quality) • Capital intensity and cost base (ROIC) • Event risk 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 22. Rule of Thumb A rule of thumb or benchmark indicator is used as a reasonableness check against the values determined by the use of other valuation approaches. Industry Valuation Parameters Hospital EV/Room Engineering Mcap/Order Book Mutual Fund Asset under management OIL EV/ Barrel of equivalent Print Media EV/Subscriber Power EV/MW, EBITDA/Per Unit Entertainment & Media EV/Per screen Metals EBITDA/Ton, EV/Metric ton Textiles EBITDA depend upon capacity utilization Percentage & per spindle value Pharma Bulk Drugs New Drug Approvals , Patents Airlines EV/Plane or EV/passenger Shipping EV/Order Book, Mcap/Order Book Cement EV/Per ton & EBITDA/Per ton Banks Non performing Assets , Current Account & Saving Account per Branch However, Exclusive use of Rule of Thumb is not recommended 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 24. Valuation in Indian Regulatory Environment
  • 25. SNAPSHOT OF REGULATORY VALUATIONS IN INDIA Transactions Prescribed Methodologies Mandate to be done by DFCF CA / MB Valuer Discretion >5Mn$ - MB, otherwise CA/MB Gift of Unquoted Equity Shares (Min) NAV - Gift of Unquoted Equity Shares from Resident (Max) Reserve Bank of India DCF (Valuation Based on Assets, Business & Intangibles is also acceptable) FCA / MB Price it would fetch if sold in open market MB Valuer Discretion MB Inbound Investment Outbound Investment Income Tax Gift of Unquoted Shares other than Equity Shares ESOP Tax ESOP Accounting Option – Pricing Model - Takeover Code/ Delisting Infrequently Traded Only Parameters Prescribed – Return on Net Worth, EPS, NAV vis-a vis Industry Average CA/MB Takeover Code/ Delisting Frequently Traded Based on Market Price - Preferential Allotment to Others Based on 26 weeks / 2 weeks Market Price - Preferential Allotment to promoters / their relatives for consideration other than cash Valuer Discretion CA / MB Companies Act, 1956 Sweat Equity Valuer Discretion - Companies Act, 2013 any property, stock, shares, debentures, securities or goodwill or any other assets or the net worth of the Company or its liabilities SEBI Stock Exchanges To be prescribed REGISTERED VALUER
  • 27. Tricky issues in DFCF  Pre Money or Post Money: If the effect of the money coming in Company is taken in Projections, the Expanded capital base should be considered or else the Equity Value should be reduced by the inflow amount to reconcile with the existing capital base.  Terminal growth rate: Since it is tough to estimate the perpetual growth rate of a company, it is preferred to take the perpetuity growth rate factoring in long term estimated GDP of the Country and Historical/Projection Inflation of the Country.  Projection Validation via-a-vis Industry: Need to have Sanity check of the projections with the trend of the industry.  Beta of Unlisted Company: It is calculated on relative basis by adjusting the average beta of its comparable companies for differences in Capital Structure of the unlisted company with the listed peers.  Risk Free Rate: Yield of a Zero Coupon Bond or Long Term government Bond yield should be taken as the risk free rate since it does not have any reinvestment risk . 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 28. Tricky issues in DFCF (Cont.)  Adjustment of Company Specific Risk Premium or Small Company Risk Premium: Small Companies are generally more risky than big companies. CAPM model does not take into consideration the size risk and specific company risk as Beta measures only systematic risk and Market Risk Premium (generally pertaining to Sensex Companies). These risks should also be taken into account while computing the cost of equity.  Length of Projections: The Projected Cash Flows should factor in the entire Business Cycle of a Company.  Notional/Actual Tax: Actual Tax Liability may be worked out and replaced for the Notional Tax Liability  Investments: Investments should be valued separately based on their Independent Cash Flows  Surplus Assets: The Value of Surplus Assets (not being utilized for Business purposes) should be added separately and their cash flows should be ignored while computing the Free Cash Flows. 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 29. Discounts Discounts & Premiums come into picture when there exist difference between the subject being valued and the Methodologies applied. As this can translate control value to non-control and vise versa , so these should be judiciously applied. – Impact on entity as a whole • Discount for Entity Level  Key Person Discount Global Studies over the years on diversified  Discount for Contingent Liability companies and holding companies has shown  Discount for diversified company that companies trade at a discount in the range  Discount for Holding Company of 20%. to 40% each.  Tax Payout • Discount for Shareholders Level – Impact on specific ownership interest  Discount Lack of Control (DLOC)  Discount Lack of Marketability (DLOM) DLOM: As per CCI Guidelines, 15% • % stake & special rights discount has been prescribed; however • Size of distribution or dividends practically DLOM and DLOC depends upon • Dispute following factors: • Revenue / Earning – Growth / Stability • Private Company 28/11/2013 • Shareholders Agreement caveats Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 30. Premium “Beauty lies in the eyes of the beholder; valuation in those of the buyer” Financial Year No. of Transactio ns Median Premium • An investor seeking to acquire control of a company is the company. Control premium is an amount that a buyer is 2006 25 37% 2007 29 20% 2008 38 26% 2009 44 29% 2010 22 31% 2011 42 32% Total typically willing to pay more than the current market price of 228 30% usually willing to pay over the fair market value of a publicly traded company to acquire controlling stake in a company. • Control can be direct (shareholding or Authority to appoint Board) or indirect (veto power, casting vote etc) • Research has shown that the control premium in India has ranged from 20% to 37% in the past few years having median of 30%. 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 31. Excess Cash and Non Operating Assets Excess cash is defined as ‘total cash (in balance sheet) – operating cash (i.e. minimum required cash) to sustain operations (working capital) and manage contingencies Key Issue: Estimation of Excess Cash ? One of the solutions is to estimate average cash/sales or total balance sheet size of the company’s relevant Industry and then estimate if the company being valued has cash in excess of the industry’s average. Non operating Assets are the Surplus assets which are not used in operations of the business and does not reflect its value in the operating earnings of the company. Therefore the fair market value of such Assets should be separately added to the value derived through valuation methodologies to arrive at the value of the company. What is an asset is not yielding adequate returns ? 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 32. Cross Holding and Investments Holdings in other firms can be categorized into: Types of Cross Holding Minority, Passive Investments Meaning If the securities or assets owned in another firm represent less than 20% of the overall ownership of that firm Minority, Active Investments If the securities or assets owned in another firm represent between 20% and 50% of the overall ownership of that firm Majority, Active Investments If the securities or assets owned in another firm represent more than 50% of the overall ownership of that firm Ways to value Cross Holding and Investments: Investment Value By way of Dividend Yield Capitalization or DCF based on expected dividends Agreement holding Separate Valuation (Preferred) 28/11/2013 even may control value Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP Shareholders less % command
  • 33. Accounting Practices and Tax issues Most of the information that is used in valuation comes from financial statements. which in turn Accounting are practices appropriate. • Cash Accounting v/s Accrual Accounting • Operating Lease v/s Financial Lease • Capitalization of Expenses • Notional Tax vs. Actual Tax • Treatment of Intangible Assets • Companies Paying MAT • Treatment of Tax benefits and Losses 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP made on certain considered
  • 34. Valuation Methodologies and Value Impact Major Valuation Methodologies Ideal for Result Net Asset Value Net Asset Value (Book Value) Minority Value Equity Value Net Asset Value (Fair Value) Control Value Comparable Companies Multiples (CCM) Method Price to Earning , Book Value Multiple EBIT , EBITDA Multiple Minority Value Equity Value Enterprise Value Comparable Transaction Multiples (CTM) Method Price to Earning , Book Value Multiple Equity Value Control Value EBIT , EBITDA Multiple Enterprise Value Discounted Cash Flow (DCF) Equity Control Value Firm 28/11/2013 Equity Value Enterprise Value Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 36. Capital Market Valuation Particulars Surplus Assets [including Cash] Excess Debt in Capital Structure Excess Trading Business in Manufacturing Sector Diversified Business Model Excess Business in Subsidiary Company Company Performance [Operating Profits; Net Profits; New Products; Capacity Expansion] Increasing Cash Flows of Business Better Corporate Governance Better Disclosures [Investor, Analysts & Stakeholders Communication] Regular Dividends / Bonus / Buyback Corporate Re-organisation / M&A Joint Ventures / Acquisitions Market Perception 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP Effect Market Cap
  • 37. Reorganization Tools Tools Business objectives Merger Consolidation of businesses / entities De-merger/ hive - off Divest non-core business Acquisitions Acquiring interest in new business/ entity Internal Reorganization Restructuring within the Company Reorganization of BUSINESS 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 38. Key Drivers for Re-organization Unlocking of Value and its Sustainability Restatement of Balance Sheet Business clarity to Investors and Analysts Improving Governance Processes Positioning the businesses to be more competitive Making Businesswise Fund raising possible Business Risk Management Stock & Credit Rerating Investor Relations
  • 39. Points to ensure while implementing the restructuring exercise The transaction should be Tax efficient It should be easy to Implement with least possible regulatory hassles Scheme should be acceptable to all Stakeholders Ensure that there is least possible Stamp Duty/Transfer Charges Cost Effectiveness
  • 40. M&A objectives – What it means? Synergies & Economies of Scale Gain access to new markets, customers, products Diversification of Risks Access to New Technology and Knowledge Ability to limit competition / gain market share M&A is primarily driven with motive of achieving Inorganic growth and Synergy i.e. the potential additional value gain from combining two firms, either from operational or financial sources. However, certain studies have shown that most – but not all – M&A fail to deliver value and bridge the price-value gap One of the reasons is that the aggressive promoters in consultation with eager advisors may result in pushing up the acquisition price; Resultantly, the value often get transferred from acquirer’s shareholders to target company’s shareholders; 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 41. Why is there a Mismatch between Buyer & Seller expectations? 1. Differences in Risk Assessment arising from  Company Specific Risk • Management capability • Future Cash Flows  Industry Risk - Business Cycles, Industry Outlook 2. Intangible Asset Valuations 3. Unproductive, high value fixed assets housed in target company 4. Cash and Stock Payout ratio 5. Ability to raise funding on buyer’s or target company’s b/s 6. Estimation of synergies (cost and revenue) 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 42. Swap Ratio Valuation • In case of a merger valuation, the emphasis is on arriving at the relative values of the shares of the merging companies to facilitate determination of the swap ratio – Hence, the purpose is not to arrive at absolute values of the shares of the companies • The key issue to be addressed is that of fairness to all shareholders – This is particularly important where the shareholding pattern and shareholders vary between the two companies • There are established legal precedence for merger valuation methodologies – Valuer’s role is to incorporate case specific factors and use appropriate methodologies so as to determine a fair ratio – Usually, best to give weight ages to valuation by all methods – Market price method and Earnings methods dominate. 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 43. Impact of Swap Ratio Valuation • If the exchange ratio is set too high, there will be a transfer of wealth from the bidding firm’s stockholders to the target firm’s stockholders. • If the exchange ratio is set too low, there will be transfer of wealth from the target firm to the bidding firm’s stockholders. 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP 43
  • 44. CASE STUDY Calculation of Exchange Ratio in M&A and Independent Buyer-Seller perspective
  • 45. Merger of a Unlisted Power Company into Listed Steel Manufacturing Company Features of Steel Company* o Frequently Traded Listed Company o Low Profit Margin, due to high Power Cost o Running in Low Capacity Utilization due to poor supply of Power Features of Power Company* o Unlisted Company o Company is implementing the Power Plant of 9.5 MW , The Production is expected to start with in Year Acquisition Rationale o Location Advantage, both companies have their unit in same Location o Synergistic benefits- (Captive Power Plant will reduce the Operating cost, because Steel Industry is energy consuming) o Tax benefit from the unabsorbed losses of Power Company o Up the value chain o Capacity utilization will increase in existing steel business, due easy availability of Power 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP *Common Promoter Group
  • 46. Merger of a Unlisted Power Company into Listed Steel Manufacturing Company EXCHANGE RATIO & VALUATION –MERGER • Valuation on Steel Company Valuation Method Rs Crores Weights Value of Company Weighted Value Market Cap 2 100 200 Income Method 2 95 190 NAV 1 150 150 Fair Value of Company 108 • Valuation on Power Company Valuation Method Rs Crores Weights Value of Company Weighted Value Market Cap 2 NA NA Income Method^ 2 90 180 NAV 1 50 50 Fair Value of Company ^ considering 3 years forward earnings and 80-90% Capacity utilization basis 28/11/2013 76.67
  • 47. Pre and Post Shareholding Pre Merger Shareholding of Steel Company Category Promoter No of shares Independent Perspective % Holding 5,000,000 50% Public 5,000,000 50% Total 10,000,000 100% Pre Merger Shareholding of Power Company Category Promoter No of shares % Holding 5,000,000 100% - - 5,000,000 100% Public Total Post Merger Shareholding of Steel Company Category Promoter No of shares % Holding 12,099,074 5,000,000 29% Total 17,099,074 100% Valuation of Power business on as is basis – Rs.55 crores Assets Method Earnings Method (Includes premium for the license) Valuation of Power business taking into account synergies – Rs. 70 crores An independent Buyer would bid an amount in excess of valuation on standalone basis (Rs. 55 crores) and below Synergy valuation (Rs.70 crores). 71% Public Buyer-Seller 28/11/2013 Acquisition Price would finally depend on negotiations. Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 49. Pros and Cons of Diversified Business in one Entity - Availability of Inter division Cash Flows for - Markets perceive lack of servicing of debt; - Management focus - Security for debt providers; - Business Clarity - Cushioning impact of business down turns; - Transparency - Better size in terms of revenues - Difficulty in Business wise Fund Raising - Diversified Business Discount resulting in sub-optimal Businesswise Valuations 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 50. However, there are other reasons as well, likeSettling family agreements – Reliance Industries Unlocking shareholders value – Cadila Healthcare Focus on core competencies – Bajaj Auto Facilitate strategic investment – Volvo & Eicher Motors Regulatory Reasons – Zee Telefilms Divestment - Piramal Healthcare Limited De-risking the business model – Sun Pharmaceutical Demerger of Research & Development division 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 51. Demerger resulted in increased shareholders value Reliance Group Market prices (In Rs) Pre demerger Post demerger Reliance Industries 702 698 Reliance Capital Ventures - 23 Reliance Communication Ventures - 292 Reliance Energy Ventures - 43 Reliance Natural “That is what Resource learning is, you suddenly - understand 18 something you have understood all your life, but in a new TOTAL 702 1074 way” …………………………….. Doris Lessing 28/11/2013 Business Leadership Program – SCHOOL of INSPIRED LEADERSHIP
  • 52. Offering varied legal & financial services, 'Corporate Professionals' has emerged as an innovative leader in delivering corporate advisory & solutions. Aiming to become a one-stop-shop offering integrated legal and financial solutions, the Group has successfully completed a high number of corporate transactions in the last couple of years. We have successfully engaged in and executed over 3000 assignments of more than 1200 corporate houses, domestic as well as international, across several Industries. The Group has distinctively positioned itself as Merchant Banker (SEBI Cat-I license) with Boutique Investment Banking & Transaction Advisory services and as Legal Advisors with high quality comprehensive Corporate Laws, Tax & Regulatory services. With an endeavor to satisfy our clients' stated as well as unstated needs, we adopt the most feasible and legally viable approach to execute assignments in a seamless, cost effective and time bound manner. High Integrity and Confidentiality in dealing with clients and assignments undertaken is deeply inculcated in our team. The Group prestigiously owns a strong skill set that comes from its research oriented, multi-disciplinary, young and dynamic team. With right blend of legal and financial skills, continuous focus on research and effective use of Information Technology, Corporate Professionals is creating customized products, for different class of clients. Innovative flair of executing assignments with problem solving zeal and use of Technology has enabled us to offer path breaking solutions. Not just for executing Clients' Assignments but also in internal management, the Group adheres to a system driven approach. The Group dedicates around 30% working time of its professional team on continuous research in the dynamic legal and financial fields, with an object of creating a knowledge hub, extensive knowledge dissemination and to develop skills of its team to deliver high quality services. “Corporate Professionals” refers to one or more of group companies and its network of firms and other entities, each of which is a separate legal, independent entity. For more details, please visit www.corporateprofessionals.com. About Corporate Professionals
  • 53. Our Valuation Team Mr. Chander Sawhney Vice President M: +91 9810557353 D: +91 11 40622252 E: chander@indiacp.com Mr. Maneesh Srivastava Senior Manager M: +91 9871026040 D: +91 11 40622255 E: maneesh@indiacp.com Mr. Gaurav Kumar Barick Assistant Manager M: +91 8130141874 D: +91 11 40622241 E: gaurav@indiacp.com Mr. Sameer Verma Assistant Manager M: +91 9911945607 D: +91 11 40622216 E: sameer@indiacp.com
  • 54. As Close As You Need As Far As You Go…… Mumbai Office Delhi Office Indian Offices D-28, South Ex., Part-I, New Delhi-110049, D-38, South Ex., Part-I, New Delhi-110049, T: +91 11 40622255 M:+ 91 9871026040, E: info@indiacp.com 520, Mastermind- I, Royal Palms Estate, Aarey Colony, Goregaon East, Mumbai -400065 T: +91 2267109044 M:+ 91 9820079664 E: mahipal@indiacp.com Bedford Office (United Kingdom) 2-4 Mill Street, MK40 3HD, Bedford Switchboard: +44 (0) 2030063240, E: ukoffice@indiacp.com Overseas Offices India Ahmedabad, Allahabad, Bangalore, Bhopal, Bhubaneshwar, Chandigarh, Chennai, Coimbatore, Goa, Guwahati, Gwalior, Hyderabad, Indore, Jaipur, Jammu, Kanpur, Kochi, Kolkata, Lucknow, Ludhiana, Patna, Pune. Our Associates Overseas Bulgaria, Belgium, British Virgin Islands, Canada, China, Costa Rica, Cyprus, European Union, Germany, Hongkong, Ireland, Japan, Kenya, Malaysia, Mauritius, Singapore, Sri Lanka, Switzerland, The Netherlands, Turkey, United Arab Emirates, United Kingdom, United States.