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Case Study
Tata - JLR Deal
(Jaguar Land Rover Acquisition by Tata Motors)
Disclaimer
Names and numbers have been changed / garbed wherever necessary to keep the real identities of the
corporate and brand confidential.
INDEX
Topic Page No.
Introduction 1
Tata – Ford (JLR deal) 2
Why did TATA go for JLR? 3
Is deal really worth it? 5
Disadvantages by not going for this acquisition? 8
SWOT Analysis 9
Assignment Questions 11
Explain the problem faced by Ford Motors with
its luxury brand JLR?
13
What kind of strategic advantage Tata Motors
will get with the acquisition of JLR?
15
How Tata Motors decided to finance the
acquisition of JLR?
18
What went wrong in financing the deal? Explain
in detail.
20
Explain in brief the different instrument used in
financing the deal?
24
1
INTRODUCTION
In June 2008, India-based Tata Motors Ltd. announced that it had completed the
acquisition of the two iconic British brands - Jaguar and Land Rover (JLR) from the
US-based Ford Motors for US$ 2.3 billion. Forming a part of the purchase
consideration were JLR's manufacturing plants, two advanced design centers in the
UK, national sales companies spanning across the world, and also licenses of all
necessary intellectual property rights.
There was a widespread skepticism in market over an Indian company owning the
luxury brands. According to industry analysts, some of the issues that could trouble
Tata Motors were economic slowdown in European and American markets, funding
risks, currency risks etc. Market conditions were extremely tough, especially in the
key US market. Tata’s needed to invest a lot in brand building to make JLR
profitable. Onset of recession not only made investment look mistimed, but also
started wiping out the JLR market.
2
TATA – Ford (JLR deal)
Ford Motors Company (Ford) is a leading automaker and the third largest
multinational corporation in the automobile industry. The company acquired Jaguar
from British Leyland Limited in 1989 for US$ 2.5 billion. After Ford acquired Jaguar,
adverse economic conditions worldwide in the 1990s led to tough market conditions
and a decrease in the demand for luxury cars. The sales of Jaguar in many markets
declined, but in some markets like Japan, Germany, and Italy, it still recorded high
sales. In March 1999, Ford established the PAG with Aston Martin, Jaguar, and
Lincoln. During the year, Volvo was acquired for US$ 6.45 billion, and it also became
a part of the PAG.
In September 2006, Allan Mulally (Mulally), President and CEO of Ford, as part of the
restructuring exercise called the ‘Way Forward' plan decided to dismantle the PAG.
In March 2007, Ford sold the Aston Martin sports car unit for US$ 931 million. In
June 2007, Ford announced that it was considering selling JLR. After failing to re-
brand and integrate these luxury brands with its product portfolio, Ford Motors felt
that acquisition was not the right way of penetrating into the upscale segment.
Tata Motors was interested in acquiring JLR as it will reduce the company’s
dependence on the Indian market alone, which accounted for 90% of its sales.
Morgan Stanley reported that JLR’s acquisition appeared negative for Tata Motors,
as it had increased the earnings volatility, given the difficult economic conditions in
the key markets of JLR operated - US and Europe.
Tata Motors raised $3 billion (about Rs 12,000 crore) through bridge loans for 15
months from a consortium of bank, Citigroup, State Bank of India and financial
institution- JP Morgan. Tata Group came under severe cash crunch because of the
Corus deal and the huge investments in the TATA Nano project which itself was
surrounded in a lot of uncertainties. The credit rating companies also took a
negative outlook toward this deal because of the huge debt requirement to
complete the deal.
3
Why did TATA go for JLR?
Tata Motors had several major international acquisitions to its credit. It had
acquired Tetley, International luxury hotels, South Korea-based Daewoo's
commercial vehicle unit, and Anglo-Dutch Steel maker Corus (Refer to Exhibit I for
the details of the group's international acquisitions). Tata Motors' long-term
strategy included consolidating its position in the domestic Indian market and
expanding its international footprint by leveraging on in-house capabilities and
products and also through acquisitions and strategic collaborations.
On acquiring JLR, Ratan Tata, Chairman, Tata Group, said, "We are very pleased at
the prospect of Jaguar and Land Rover being a significant part of our automotive
business. We have enormous respect for the two brands and will endeavor to
preserve and build on their heritage and competitiveness, keeping their identities
intact. We aim to support their growth, while holding true to our principles of
allowing the management and employees to bring their experience and expertise to
bear on the growth of the business."
Tata Motors stood to gain on several fronts from the deal.
1) The acquisition would help the company acquire a global footprint and
enter the high-end premier segment of the global automobile market.
After the acquisition, Tata Motors would own the world's cheapest car -
the US$ 2,500 Nano, and luxury marquees like the Jaguar and Land Rover.
2) Tata also got two advance design studios and technology as part of the
deal. This would provide Tata Motors access to latest technology which
would also allow Tata to improve their core products in India, for eg, Indica
and Safari suffered from internal noise and vibration problems.
3) This deal provided Tata an instant recognition and credibility across globe
which would have otherwise have taken years.
4) The cost competitive advantage was as Corus was the main supplier of
automotive high grade steel to JLR and other automobile industry in US
and Europe. This would have provided a synergy for TATA Group on a
whole. The whole cost synergy that can be created can be seen in the
following diagram.
5) In the long run TATA Motors will surely diversify its present dependence
on Indian markets (which contributed to 90% of TATA’s revenue). Along
with it due to TATA’s footprints in South East Asia will help JLR do diversify
its geographic dependence from US (30% of volumes) and Western Europe
(55% of volumes).
4
Analysts were of the view that the acquisition of JLR, which had a global presence
and a repertoire of well established brands, would help Tata Motors become one of
the major players in the global automobile industry.
•Provides services like supplier
programs, consulting services
and global outsourcing.
•Customers include Chrysler,
Ford, GM etc.
•Provides engineering design,
manufacturing solutions and
sourcing services.
•Major customer include
Chrysler, Ford , GM etc.
•Leader in the automative grade
steel.
•16% of revenue fron auto steel
division.
•TAMO's flagship ancillary biz.
•Customers inc. Ford, Daimler,
FIAT etc.
TACO
TATA
Corus
INCATTCS
5
Is deal really worth it?
Morgan Stanley reported that JLR’s acquisition appeared negative for Tata Motors,
as it had increased the earnings volatility, given the difficult economic conditions in
the key markets of JLR including the US and Europe. Moreover, Tata Motors had to
incur a huge capital expenditure as it planned to invest another US$ 1 billion in JLR.
This was in addition to the US$ 2.3 billion it had spent on the acquisition. Tata
Motors had also incurred huge capital expenditure on the development and launch
of the small car Nano and on a joint venture with Fiat to manufacture some of the
company’s vehicles in India and Thailand. This, coupled with the downturn in the
global automobile industry, was expected to impact the profitability of the company
in the near future.
Worldwide car sales are down 5% as compared to the previous year. The
automobile industry the world over is rationalizing production facilities, reducing
costs wherever possible, consolidating brands and dropping model lines and
deferring R&D projects to conserve funds.
The Chinese and Indian domestic markets for cars have been exceptions. While
China has witnessed a significant reduction in its automotive-related exports and
supplies to automobile companies, the Chinese domestic car market has grown by
7%. In India the passenger car market has remained more or less flat compared to
the previous year.
Since then, its fortunes have been unsure, as the slump in demand for automobiles
has depressed its revenues at the same time Tata has invested nearly $400 million in
the Nano launch and struggled to pay off the expensive $3 billion loans it racked up
for the Jaguar/Land Rover shopping bill. Within the space of a year, Tata Motors has
gone from being a developing-world success story to a cautionary tale of bad timing
and overly ambitious expansion plans.
Tata Motors' standalone Indian operations' profits declined by 51% in 2008-09 over
the previous year. All through the fiscal year ended March 2009 the company bled
money, losing a record $517 million on $14.7 billion in revenues, just on its India
operations. Jaguar and Land Rover lost an additional $510 million in the 10 months
Tata owned it until March 2009.
In January 2009, Tata Motors announced that due to lack of funds it may be forced
to roll over a part of the US$ 3 billion bridge loan after having repaid around US$ 1
6
billion. The financial burden on Tata Motors was expected to increase further with
the pension liability of JLR coming up for evaluation in April 2009.
7
8
Disadvantages by not going for this
acquisition?
There was immense pressure from the shareholders, analysts’ community etc. to
abort the deal as they unanimously agreed that it was over priced and the balance
sheet of TATA was not in a position to absorb more loan (as discussed in the
previous section). Ford purchased JLR at $5 bn and sold at almost half the price to
TAMO after operating it for losses for few years. As the market would have
recovered from recession the valuation would have increased since there would
have been growth in the demand of JLR thus creating more problems for TAMO.
Tata would not have been able enter into the premium segment (>10 lakhs) in India.
TAMO would have lacked in robust designing capabilities. Above all, at that time no
other major automobile brand was available for acquisition with such designing and
R&D capabilities.
9
SWOT Analysis
Opportunities:
•Rising appetite for luxury
automobiles in growing markets
like India and China
•Established European brands
available at affordable investment
•Support from Jaguar in
Technology, Engine, IT, Accounting
•Complete product line with
addition of luxury brands
•Access to European and American
Market
Threats
•Volatility in market driven by
new products
•Strong presence of competitors
like Mercedes, BMW, Lexus and
Infinity
•Receding sales and brand image
•Downturn making Investment
riskier and costlier
•90% of TAMO revenues comes
from one market alone-India
Strengths:
•Tata’s strong
management
capability
•Strong monetary
base to invest
•Synergy due to
Corus, TACO and
TCS
•Experience in
growing market
like India
•New product
development and
brand building
experience
•JLR would give TAMO an in-house
R&D and designing capabilities
•Better utilization of cash reserves
available with TAMO
•Reduce production cost of JLR by
synergizing better with other TATA
cos like Corus
•Acquisitions like JLR will help
TAMO in competing with brands
like Merc. etc.
•Proven Management and brand
building capabilities would
facilitate faster JLR turnaround
•Strong financial muscle will help
TAMO to invest in R&D and
produce new better products
•Improve risk profile of TAMO
with diversification in different
markets
Weaknesses:
•Inexperience in
Handling luxury
automobile brand
•Inexperience in
turning around
loss making
company
•R & D and
designing
capabilities
•JLR experience and designing
capability would help TAMO in
improving their existing products
in Indian markets.
•JLR’s strong brand image will ease
acceptance of TAMO in
international markets
•Keeping the existing management
team of JLR make turning around
easier
•Leverage experience gained with
Tetley and Corus in allaying
market apprehensions about
acquisition
•Make Jaguar design center as
their global design HQ
•Use Jaguar channel to distribute
TAMO brands without merging
the brands
10
Assignment Question for group
Based on the Case Study, answer the following question :
a. Explain the problem faced by Ford Motors with its luxury brand JLR?
b. What kind of strategic advantage Tata Motors will get with the acquisition of
JLR?
c. How Tata Motors decided to finance the acquisition of JLR?
d. What went wrong in financing the deal? Explain in detail.
e. Explain in brief the different instrument used in financing the deal?
11
Explain the problem faced by Ford Motors
with its luxury brand JLR?
In 2006, reports said that losses at Jaguar stood at USD 715 million. Jaguar was not
performing well as it was unable to provide any profit for Ford due to high
manufacturing costs in United Kingdom. The wellbeing of Land Rover's profit, on the
other hand, was boost up by the record sale of 226,000 vehicles, an 18% year over
year growth in 2007. "Bringing down production costs and turning around the
company successfully will be the challenge,” analysts said. It was a test that Ford
failed. Ford is combining both the brands since the products and manufacturing of
vehicles for Land Rover and Jaguar is so intertwined.
The US auto major put the two marquees on the market in 2007 after posting losses
of $12.6billion in 2006 - the heaviest in its 103-year history
The table below shows the number of sales of JLR after acquired by Ford:
From the table, we may see that the sales of Jaguar are decreasing dramatically
from 2005 until 2007. After intertwined Jaguar and Land Rover, sales from year to
year fluctuated without certainty of growth. This is one of the reasons that lead
Ford’s decision to sell JLR to Tata Motor.
Numbers 2005 2006 2007
Jaguar 86,651 72,680 57,578
Western Europe 46,789 41,367 33,024 57%
America 32,131 22,136 16,836 29%
Rest of Word 7,731 9,177 7,718 13%
Land Rover 1,70,156 1,74,940 2,02,609
Western Europe 97,303 95,399 1,09,785 54%
America 51,634 53,638 57,092 28%
Rest of world 21,219 25,903 35,732 18%
Total 2,56,807 2,47,620 2,60,187
Western Europe 1,44,092 1,36,766 1,42,809 55%
America 83,765 75,774 73,928 28%
Rest of word 28,950 35,080 43,450 17%
12
The table below shows the cost of production for JLR:
From the table, we may observe that Ford failed to reduce production costs as major
proportion of cost is material cost and they unable to bought cheaper materials from
suppliers. This however is very different if Tata Motor takes the ownership because
they are utilizing country’s vast natural resources
13
What kind of strategic advantage Tata
Motors will get with the acquisition of
JLR?
After the acquisition of the British Jaguar Land Rover (JLR) business,
Tata Motors had obtained numerous benefits and advantages. Below are the
reasons behind Tata Motors’s decision to acquire JLR:
1) Long term strategic commitment to automotive sector which Tata Motors
want to become a major player in the international automobile market.
2) Opportunity to participate in two fast growing auto segments to fulfill part of
Tata Group’s ongoing strategy of internationalization.
3) Increased business diversity across markets and products.
4) Land Rover provides a natural fit for Tata Motors’s Sport Utility Vehicle (SUV)
segment which attracted Tata Motor.
5) Jaguar offers a range of “performance/luxury” vehicles to broaden the brand
portfolio internationally.
6) Benefits from component sourcing, design services and low cost engineering
by obtaining intellectual property rights related to the technologies.
7) Improved corporation’s image and increased its public reputation.
Subsequent to the acquisition of JLR, Tata Motors benefited:
100% stake in
Jaguar & land
Rover Business
Tata Motors has acquired the business & initially they
will be operated independently of the partner.
Three plants in UK Tata Motors will directly own these two well invested
plants by Ford.
Two advanced
design &
4000-5000 engineers engaged in testing, prototype
design & power train engineering, development &
14
engineering center integration.
Twenty six National
sales company
Both existing national sales companies of JLR and
also those that are carved out of current Ford
operation would be owned by Tata Motors.
Intellectual
property rights
These covers all key technologies to be transferred to
JLR & perpetual royalty free license on technologies
shared with Ford.
Capital Allowance Capital allowance with a minimum guaranteed
amount of US $1.1 billion to be carried forward for
future tax savings.
Support from Ford
Motor Credit
Ford Motor Credit will continue to support the sales
of JLR for the next 12 months
Pension
Contributed by Ford
Ford will contribute US$ 600 million of the Pension
Fund to the workers in United Kingdom
After analyzed the case study, we believe that the main reason influence Tata
Motor’s decision to acquire JLR is to go global by acquiring famous international
brand to increase its global image. By acquiring JLR, Tata Motors able to obtain
intellectual property rights related to the technologies from JLR at the meantime
improve corporation’s image and increase its public reputation. It is not wrong to
possess such ambitious corporate mission and vision with aggressive strategies and
strong support from the high working capital. However, there are always some
15
questions being asked which form a doubt feeling among public. The questions are
sound like -- Have Tata Motors make enough pre-acquisition jobs such as risk
measurement and macroeconomic study before acquisition of the British Jaguar
Land Rover (JLR) business on a cash free and debt free basis? Are there any
problems company could face in financing acquisition? Would Tata Motors face
problems after the acquisition of JLR? We would discuss these in the further
sections.
16
How Tata Motors decided to finance the
acquisition of JLR?
In the summer of 2007, before Tata Motors Ltd took over Jaguar Land Rover (JLR),
Ratan Tata and Ravi Kant embarked on a trip through the US. Their objective—to
gauge whether the legendary British marques still evoked enough passion in the
biggest market for the vehicles to justify the acquisition.
• Tata Motors could comfortably finance the acquisition of Jaguar and Land
Rover. The Indian automaker was sitting on a cash of over Rs 6,000 crore and
generated free cash of over Rs 1,000 crore during FY-2007. It could easily use
these reserves to raise more funds without endangering its finances.
• Rs. 1.92 Billion underwriting agreement with J M financial Consultants.
• Rs.1.75 Billion was raised through a deposits scheme from the Public.
• At the end of last financial year, Tata Motors Debt-to-Equity ratio was a low
0.56, giving it ample room to raise more funds.
• Additional subscriptions by promoter companies such as TATA Sons, TATA
Capital and Investment.
• Low leverage of the auto business provided funding flexibility
• Additional amount of US $0.7 billion was for engine and component supply,
contingencies and working capital.
• It intended to refinance the loan through long-term funds valuable stakes in
group companies
 Owns $400m of Tata Steel at current prices
 Owns stake in Tata Sons (Tata Group’s holding company) worth at
least $600m
Cash management
“A three-tier model was developed,” said Wolfgang Bernhart, partner, Automotive
Competence Center, Roland Berger. First, a short-term goal to manage liquidity with
the assistance of KPMG was put in place.
Then came a mid-term target to contain costs at various levels and the formation of
10-11 cross-functional teams, Bernhart said. A number of management changes,
including new heads at JLR, were made. Finally, a long-term goal that runs until 2014
was drawn up, focusing on new models and refreshing the existing ones. The key
aims—cash management and checking costs.
17
When Roland Berger added up the money that could be saved, the company was
astonished at how high the figure was.
A team of young managers was put in charge, in an approach similar to the one
followed in the 2003 restructuring at Tata Motors, with reviews on a daily basis.
Tata Motors also embarked on a plan to divest stakes in group companies to raise
cash: In September 2008, it sold a 1.3% holding in Tata Steel Ltd to holding company
Tata Sons Ltd for a total Rs 485 crore. In November 2008, the board approved a Rs
4,147 crore rights offer, which was completed in June this year.
All proceeds were channelled into Tata Motors to make JLR profitable. Crucially,
Tata Motors was able to keep product development plans going, which has paid off
with the global economy reviving and customers returning to JLR showrooms.
The programme also saw the workforce being trimmed since July 2008 by around
11,000 from a gargantuan workforce of 27,000 at JLR. According to chief financial
officer C. Ramakrishnan, who spoke to analysts after announcement of the
September quarter results, the workforce was trimmed by another 1,800 to 16,000.
JLR’s turnaround has been aided by external factors. In a 9 November earnings call
with analysts, Ramakrishnan said margins had benefited from favourable currency
movements, widening by one percentage point to 16.6%, over the first quarter of
2010-11. However, the extent of the turnaround can be gauged when margins are
compared with corresponding quarter of previous year. Margins rose by a whopping
1,370 basis points or 13.7% from 2.9% in 30 September 2009-10, reflecting the
changed dynamics of the company as sales rose sharply on the back of new product
launches and improved market sentiments. About half the firm’s turnover is dollar-
linked while one-fifth is linked to the euro. The rupee has strengthened against both
currencies this year. Since January, the pound has strengthened 4.9% against the
dollar and 7.7% against the euro.
18
What went wrong in financing the deal?
Explain in detail.
Problem 1: Lack of access to credit to repay the bridge loan of US$3 Billion
Tata Motors was facing problem in cash liquidity and have negative working capital
after the acquisition of JLR. Besides, the debt ratio had increased over the five years
and they have negative interest coverage which these shows that the company was
having problem in paying the bridge loan.
Subprime mortgage crisis has caused the demise of Lehman brothers which later
lead to the collapse of the global financial sector and further deepened the global
financial crisis. Consequently, the global line of credit is frozen which has cut the
availability of financing for companies throughout the global economic crisis.
Tata Motors was finding it difficult to access credit and raise fund from the stock
market due to the tight liquidity conditions, a gloomy and depressed stock market
and lack of investors’ confidence. Besides, lacking of working capital has caught
them into trouble to repay the bridge loan of US$ 3 billion which used to finance the
acquisition of Jaguar and Land Rover (JLR). The bridge loan was due on June 2009
and yet at the end of the year 2008, the company was able to repay only US $ 1
billion.
Problem 2: Global financial crisis has severely impacted the global automobile
industry especially the luxury cars segment
The automobile sector in India was severely impacted by the global financial crisis in
the Indian and global business environment. GDP growth slowed down substantially
from 9 % in year 2008 to 6.7% in year 2009. Followed by high inflation and high
material cost which lead to higher vehicle prices and fuel prices, unavailability of
finance or higher cost of finance as well as gloomy economic conditions had
slumped the demand badly. (Annual Report 2009) These factors have tremendously
pressured both Tata Motors’ commercial and passenger vehicle industry which lead
to sales declined. Jaguar and Land Rover faced severe demand contraction due to
the negative wealth effect. As the fuel price and interest rate increase plus the
19
continuing credit squeeze, consumers would buy low cost and low fuel consumption
car rather than luxury and high fuel consumption car like JLR. So, the problem occurs
as the JLR could not generate working capital to Tata Motors and the recessionary
trends deepened the domestic vehicle sales. The industry performance in the
domestic market during FY08-09 and the Company’s share is given below:
Source: Society of Indian Automobile Manufacturers report and Company Analysis
* including Magic and Winger sales # including Fiat branded cars
The Company’s exports also declined by 38.6% during the year 2009, due to the
meltdown in major international markets and the consequent swings in foreign
exchange rates.
The graph below shows the dropped of sales which affected the net profit margin:
Problem 3: Increasing materials and fuel prices have slow the demand of vehicles
Due to the impact of tighter money supply with higher interest rate, there will be
meteoric rise in fuel and materials (e.g.: steel, tyres) price. High fuel price has
caused Tata Motors to feel the heat of slowing demand. Decrease in sales volume
and increase in cost as well as bearing the increment of short term debt would easily
kill Tata Motors. Therefore, a probable solutions would keep them survive and grow.
20
Both graphs above show the steel and fuel price pattern from the years 2007 and
2000 until 2010.
Problem 4: Share price dropped drastically and affect its global image
As the debt market was frozen, Tata Motors turn to the equity market to raise fund.
After the issuance of ordinary shares with right basis where existing shareholders
could get one ordinary shares for every six shares held, the earning per shares of the
company dropped. This is due to the company earnings dropped (effects of the
global economic crisis) and the number of shares outstanding increase. The dropped
of shares price and EPS caused the investors and public losing confidence on Tata
and later it had affected its global image. Now, everybody is in doubt whether Tata
21
Motors able to survive and increase the EPS in the future and would think twice
before investing in Tata Motors.
The share price of Tata Motors dropped drastically after the issues of ordinary
shares on the right basis.
Problem 5: Relocation of Nano’s factory from West Bengal to Gujerat
The factory of producing Tata Nano was set up at West Bengal in order to launch the
product on October 2008 but due to the violent political agitation in West Bengal
over the land issue, Tata Motors was forced to relocate their prestigious Nano
project to Gujarat. This has eventually delayed the launching of Tata Nano in
October and increase the cost of setting up factory and facilities to produce Nano.
22
Explain in brief the different instrument
used in financing the deal?
Behind acquisition of Jaguar Land Rover, Tata Motors had following strategic
considerations:
1. Long term strategic commitment to automotive sector.
2. Opportunity to participate in two fast growing auto segments (premium
and small cars) and to build a comprehensive product portfolio with a
global footprint immediately.
3. Increased business diversity across markets and product segments.
4. Unique opportunity to move into premium segment with access to world
class iconic brands since:
(a) Land Rover provides a natural fit above TML’s Utility
Vehicles/SUV/Crossover offerings for the 4x4 premium category
(b) Jaguar offers a range of “Performance/Luxury” vehicles to broaden
the brand portfolio
5. Sharing of best practises between Jaguar, Land Rover and Tata Motors in
the future
6. Long-term benefits from component sourcing, low cost engineering and
design services.
Tata motors meticulously planned its refinancing strategy as follows:
• TML raised a 15 month bridge loan of $3bn to finance the acquisition
• TML also planned to raise about Rs.92bn ($2,300mn) and
• Rs.96bn ($2,400mn) (through issue of equity / equity linked instruments to
refinance bridge loan
• 3 simultaneous but unlinked Rights Issues of about Rs.72bn ($1,800mn) of the
following securities (Price range to be determined in due course):
 Equity shares upto Rs.22bn ($550mn) – ‘A’ Equity shares carrying
differential voting rights upto Rs.20bn ($500mn)
 Optionally convertible into ‘A’ Equity Shares after 3 years but before
5 years from the date of allotment (upto $750mn)
 Approx USD 500/600mn to be raised through issue of securities in
the foreign markets
Above equity issues were estimated to increase the then existing equity
capital by about 30%-35% in FY09. In the event of CCP conversions between
2011 and 2013, additional increase of about 12% was also estimated
23
The amount was repaid by using different instrument in financing the deal in
following manner :-
• Rs.1.92 billion Underwriting agreement with JM financial consultants
• Rs.1.75 billion was raised through a deposit scheme from the public
• Additional subscriptions by promoter companies- Tata sons, Tata capital and
Tata Investment Ltd.
• $ 1 billion aid package by British Government. (out of total $2.3 billion)

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Jaguar Land Rover Acquisition by Tata MotorsJaguar land rover acquisition by tata motors

  • 1. Case Study Tata - JLR Deal (Jaguar Land Rover Acquisition by Tata Motors) Disclaimer Names and numbers have been changed / garbed wherever necessary to keep the real identities of the corporate and brand confidential.
  • 2. INDEX Topic Page No. Introduction 1 Tata – Ford (JLR deal) 2 Why did TATA go for JLR? 3 Is deal really worth it? 5 Disadvantages by not going for this acquisition? 8 SWOT Analysis 9 Assignment Questions 11 Explain the problem faced by Ford Motors with its luxury brand JLR? 13 What kind of strategic advantage Tata Motors will get with the acquisition of JLR? 15 How Tata Motors decided to finance the acquisition of JLR? 18 What went wrong in financing the deal? Explain in detail. 20 Explain in brief the different instrument used in financing the deal? 24
  • 3. 1 INTRODUCTION In June 2008, India-based Tata Motors Ltd. announced that it had completed the acquisition of the two iconic British brands - Jaguar and Land Rover (JLR) from the US-based Ford Motors for US$ 2.3 billion. Forming a part of the purchase consideration were JLR's manufacturing plants, two advanced design centers in the UK, national sales companies spanning across the world, and also licenses of all necessary intellectual property rights. There was a widespread skepticism in market over an Indian company owning the luxury brands. According to industry analysts, some of the issues that could trouble Tata Motors were economic slowdown in European and American markets, funding risks, currency risks etc. Market conditions were extremely tough, especially in the key US market. Tata’s needed to invest a lot in brand building to make JLR profitable. Onset of recession not only made investment look mistimed, but also started wiping out the JLR market.
  • 4. 2 TATA – Ford (JLR deal) Ford Motors Company (Ford) is a leading automaker and the third largest multinational corporation in the automobile industry. The company acquired Jaguar from British Leyland Limited in 1989 for US$ 2.5 billion. After Ford acquired Jaguar, adverse economic conditions worldwide in the 1990s led to tough market conditions and a decrease in the demand for luxury cars. The sales of Jaguar in many markets declined, but in some markets like Japan, Germany, and Italy, it still recorded high sales. In March 1999, Ford established the PAG with Aston Martin, Jaguar, and Lincoln. During the year, Volvo was acquired for US$ 6.45 billion, and it also became a part of the PAG. In September 2006, Allan Mulally (Mulally), President and CEO of Ford, as part of the restructuring exercise called the ‘Way Forward' plan decided to dismantle the PAG. In March 2007, Ford sold the Aston Martin sports car unit for US$ 931 million. In June 2007, Ford announced that it was considering selling JLR. After failing to re- brand and integrate these luxury brands with its product portfolio, Ford Motors felt that acquisition was not the right way of penetrating into the upscale segment. Tata Motors was interested in acquiring JLR as it will reduce the company’s dependence on the Indian market alone, which accounted for 90% of its sales. Morgan Stanley reported that JLR’s acquisition appeared negative for Tata Motors, as it had increased the earnings volatility, given the difficult economic conditions in the key markets of JLR operated - US and Europe. Tata Motors raised $3 billion (about Rs 12,000 crore) through bridge loans for 15 months from a consortium of bank, Citigroup, State Bank of India and financial institution- JP Morgan. Tata Group came under severe cash crunch because of the Corus deal and the huge investments in the TATA Nano project which itself was surrounded in a lot of uncertainties. The credit rating companies also took a negative outlook toward this deal because of the huge debt requirement to complete the deal.
  • 5. 3 Why did TATA go for JLR? Tata Motors had several major international acquisitions to its credit. It had acquired Tetley, International luxury hotels, South Korea-based Daewoo's commercial vehicle unit, and Anglo-Dutch Steel maker Corus (Refer to Exhibit I for the details of the group's international acquisitions). Tata Motors' long-term strategy included consolidating its position in the domestic Indian market and expanding its international footprint by leveraging on in-house capabilities and products and also through acquisitions and strategic collaborations. On acquiring JLR, Ratan Tata, Chairman, Tata Group, said, "We are very pleased at the prospect of Jaguar and Land Rover being a significant part of our automotive business. We have enormous respect for the two brands and will endeavor to preserve and build on their heritage and competitiveness, keeping their identities intact. We aim to support their growth, while holding true to our principles of allowing the management and employees to bring their experience and expertise to bear on the growth of the business." Tata Motors stood to gain on several fronts from the deal. 1) The acquisition would help the company acquire a global footprint and enter the high-end premier segment of the global automobile market. After the acquisition, Tata Motors would own the world's cheapest car - the US$ 2,500 Nano, and luxury marquees like the Jaguar and Land Rover. 2) Tata also got two advance design studios and technology as part of the deal. This would provide Tata Motors access to latest technology which would also allow Tata to improve their core products in India, for eg, Indica and Safari suffered from internal noise and vibration problems. 3) This deal provided Tata an instant recognition and credibility across globe which would have otherwise have taken years. 4) The cost competitive advantage was as Corus was the main supplier of automotive high grade steel to JLR and other automobile industry in US and Europe. This would have provided a synergy for TATA Group on a whole. The whole cost synergy that can be created can be seen in the following diagram. 5) In the long run TATA Motors will surely diversify its present dependence on Indian markets (which contributed to 90% of TATA’s revenue). Along with it due to TATA’s footprints in South East Asia will help JLR do diversify its geographic dependence from US (30% of volumes) and Western Europe (55% of volumes).
  • 6. 4 Analysts were of the view that the acquisition of JLR, which had a global presence and a repertoire of well established brands, would help Tata Motors become one of the major players in the global automobile industry. •Provides services like supplier programs, consulting services and global outsourcing. •Customers include Chrysler, Ford, GM etc. •Provides engineering design, manufacturing solutions and sourcing services. •Major customer include Chrysler, Ford , GM etc. •Leader in the automative grade steel. •16% of revenue fron auto steel division. •TAMO's flagship ancillary biz. •Customers inc. Ford, Daimler, FIAT etc. TACO TATA Corus INCATTCS
  • 7. 5 Is deal really worth it? Morgan Stanley reported that JLR’s acquisition appeared negative for Tata Motors, as it had increased the earnings volatility, given the difficult economic conditions in the key markets of JLR including the US and Europe. Moreover, Tata Motors had to incur a huge capital expenditure as it planned to invest another US$ 1 billion in JLR. This was in addition to the US$ 2.3 billion it had spent on the acquisition. Tata Motors had also incurred huge capital expenditure on the development and launch of the small car Nano and on a joint venture with Fiat to manufacture some of the company’s vehicles in India and Thailand. This, coupled with the downturn in the global automobile industry, was expected to impact the profitability of the company in the near future. Worldwide car sales are down 5% as compared to the previous year. The automobile industry the world over is rationalizing production facilities, reducing costs wherever possible, consolidating brands and dropping model lines and deferring R&D projects to conserve funds. The Chinese and Indian domestic markets for cars have been exceptions. While China has witnessed a significant reduction in its automotive-related exports and supplies to automobile companies, the Chinese domestic car market has grown by 7%. In India the passenger car market has remained more or less flat compared to the previous year. Since then, its fortunes have been unsure, as the slump in demand for automobiles has depressed its revenues at the same time Tata has invested nearly $400 million in the Nano launch and struggled to pay off the expensive $3 billion loans it racked up for the Jaguar/Land Rover shopping bill. Within the space of a year, Tata Motors has gone from being a developing-world success story to a cautionary tale of bad timing and overly ambitious expansion plans. Tata Motors' standalone Indian operations' profits declined by 51% in 2008-09 over the previous year. All through the fiscal year ended March 2009 the company bled money, losing a record $517 million on $14.7 billion in revenues, just on its India operations. Jaguar and Land Rover lost an additional $510 million in the 10 months Tata owned it until March 2009. In January 2009, Tata Motors announced that due to lack of funds it may be forced to roll over a part of the US$ 3 billion bridge loan after having repaid around US$ 1
  • 8. 6 billion. The financial burden on Tata Motors was expected to increase further with the pension liability of JLR coming up for evaluation in April 2009.
  • 9. 7
  • 10. 8 Disadvantages by not going for this acquisition? There was immense pressure from the shareholders, analysts’ community etc. to abort the deal as they unanimously agreed that it was over priced and the balance sheet of TATA was not in a position to absorb more loan (as discussed in the previous section). Ford purchased JLR at $5 bn and sold at almost half the price to TAMO after operating it for losses for few years. As the market would have recovered from recession the valuation would have increased since there would have been growth in the demand of JLR thus creating more problems for TAMO. Tata would not have been able enter into the premium segment (>10 lakhs) in India. TAMO would have lacked in robust designing capabilities. Above all, at that time no other major automobile brand was available for acquisition with such designing and R&D capabilities.
  • 11. 9 SWOT Analysis Opportunities: •Rising appetite for luxury automobiles in growing markets like India and China •Established European brands available at affordable investment •Support from Jaguar in Technology, Engine, IT, Accounting •Complete product line with addition of luxury brands •Access to European and American Market Threats •Volatility in market driven by new products •Strong presence of competitors like Mercedes, BMW, Lexus and Infinity •Receding sales and brand image •Downturn making Investment riskier and costlier •90% of TAMO revenues comes from one market alone-India Strengths: •Tata’s strong management capability •Strong monetary base to invest •Synergy due to Corus, TACO and TCS •Experience in growing market like India •New product development and brand building experience •JLR would give TAMO an in-house R&D and designing capabilities •Better utilization of cash reserves available with TAMO •Reduce production cost of JLR by synergizing better with other TATA cos like Corus •Acquisitions like JLR will help TAMO in competing with brands like Merc. etc. •Proven Management and brand building capabilities would facilitate faster JLR turnaround •Strong financial muscle will help TAMO to invest in R&D and produce new better products •Improve risk profile of TAMO with diversification in different markets Weaknesses: •Inexperience in Handling luxury automobile brand •Inexperience in turning around loss making company •R & D and designing capabilities •JLR experience and designing capability would help TAMO in improving their existing products in Indian markets. •JLR’s strong brand image will ease acceptance of TAMO in international markets •Keeping the existing management team of JLR make turning around easier •Leverage experience gained with Tetley and Corus in allaying market apprehensions about acquisition •Make Jaguar design center as their global design HQ •Use Jaguar channel to distribute TAMO brands without merging the brands
  • 12. 10 Assignment Question for group Based on the Case Study, answer the following question : a. Explain the problem faced by Ford Motors with its luxury brand JLR? b. What kind of strategic advantage Tata Motors will get with the acquisition of JLR? c. How Tata Motors decided to finance the acquisition of JLR? d. What went wrong in financing the deal? Explain in detail. e. Explain in brief the different instrument used in financing the deal?
  • 13. 11 Explain the problem faced by Ford Motors with its luxury brand JLR? In 2006, reports said that losses at Jaguar stood at USD 715 million. Jaguar was not performing well as it was unable to provide any profit for Ford due to high manufacturing costs in United Kingdom. The wellbeing of Land Rover's profit, on the other hand, was boost up by the record sale of 226,000 vehicles, an 18% year over year growth in 2007. "Bringing down production costs and turning around the company successfully will be the challenge,” analysts said. It was a test that Ford failed. Ford is combining both the brands since the products and manufacturing of vehicles for Land Rover and Jaguar is so intertwined. The US auto major put the two marquees on the market in 2007 after posting losses of $12.6billion in 2006 - the heaviest in its 103-year history The table below shows the number of sales of JLR after acquired by Ford: From the table, we may see that the sales of Jaguar are decreasing dramatically from 2005 until 2007. After intertwined Jaguar and Land Rover, sales from year to year fluctuated without certainty of growth. This is one of the reasons that lead Ford’s decision to sell JLR to Tata Motor. Numbers 2005 2006 2007 Jaguar 86,651 72,680 57,578 Western Europe 46,789 41,367 33,024 57% America 32,131 22,136 16,836 29% Rest of Word 7,731 9,177 7,718 13% Land Rover 1,70,156 1,74,940 2,02,609 Western Europe 97,303 95,399 1,09,785 54% America 51,634 53,638 57,092 28% Rest of world 21,219 25,903 35,732 18% Total 2,56,807 2,47,620 2,60,187 Western Europe 1,44,092 1,36,766 1,42,809 55% America 83,765 75,774 73,928 28% Rest of word 28,950 35,080 43,450 17%
  • 14. 12 The table below shows the cost of production for JLR: From the table, we may observe that Ford failed to reduce production costs as major proportion of cost is material cost and they unable to bought cheaper materials from suppliers. This however is very different if Tata Motor takes the ownership because they are utilizing country’s vast natural resources
  • 15. 13 What kind of strategic advantage Tata Motors will get with the acquisition of JLR? After the acquisition of the British Jaguar Land Rover (JLR) business, Tata Motors had obtained numerous benefits and advantages. Below are the reasons behind Tata Motors’s decision to acquire JLR: 1) Long term strategic commitment to automotive sector which Tata Motors want to become a major player in the international automobile market. 2) Opportunity to participate in two fast growing auto segments to fulfill part of Tata Group’s ongoing strategy of internationalization. 3) Increased business diversity across markets and products. 4) Land Rover provides a natural fit for Tata Motors’s Sport Utility Vehicle (SUV) segment which attracted Tata Motor. 5) Jaguar offers a range of “performance/luxury” vehicles to broaden the brand portfolio internationally. 6) Benefits from component sourcing, design services and low cost engineering by obtaining intellectual property rights related to the technologies. 7) Improved corporation’s image and increased its public reputation. Subsequent to the acquisition of JLR, Tata Motors benefited: 100% stake in Jaguar & land Rover Business Tata Motors has acquired the business & initially they will be operated independently of the partner. Three plants in UK Tata Motors will directly own these two well invested plants by Ford. Two advanced design & 4000-5000 engineers engaged in testing, prototype design & power train engineering, development &
  • 16. 14 engineering center integration. Twenty six National sales company Both existing national sales companies of JLR and also those that are carved out of current Ford operation would be owned by Tata Motors. Intellectual property rights These covers all key technologies to be transferred to JLR & perpetual royalty free license on technologies shared with Ford. Capital Allowance Capital allowance with a minimum guaranteed amount of US $1.1 billion to be carried forward for future tax savings. Support from Ford Motor Credit Ford Motor Credit will continue to support the sales of JLR for the next 12 months Pension Contributed by Ford Ford will contribute US$ 600 million of the Pension Fund to the workers in United Kingdom After analyzed the case study, we believe that the main reason influence Tata Motor’s decision to acquire JLR is to go global by acquiring famous international brand to increase its global image. By acquiring JLR, Tata Motors able to obtain intellectual property rights related to the technologies from JLR at the meantime improve corporation’s image and increase its public reputation. It is not wrong to possess such ambitious corporate mission and vision with aggressive strategies and strong support from the high working capital. However, there are always some
  • 17. 15 questions being asked which form a doubt feeling among public. The questions are sound like -- Have Tata Motors make enough pre-acquisition jobs such as risk measurement and macroeconomic study before acquisition of the British Jaguar Land Rover (JLR) business on a cash free and debt free basis? Are there any problems company could face in financing acquisition? Would Tata Motors face problems after the acquisition of JLR? We would discuss these in the further sections.
  • 18. 16 How Tata Motors decided to finance the acquisition of JLR? In the summer of 2007, before Tata Motors Ltd took over Jaguar Land Rover (JLR), Ratan Tata and Ravi Kant embarked on a trip through the US. Their objective—to gauge whether the legendary British marques still evoked enough passion in the biggest market for the vehicles to justify the acquisition. • Tata Motors could comfortably finance the acquisition of Jaguar and Land Rover. The Indian automaker was sitting on a cash of over Rs 6,000 crore and generated free cash of over Rs 1,000 crore during FY-2007. It could easily use these reserves to raise more funds without endangering its finances. • Rs. 1.92 Billion underwriting agreement with J M financial Consultants. • Rs.1.75 Billion was raised through a deposits scheme from the Public. • At the end of last financial year, Tata Motors Debt-to-Equity ratio was a low 0.56, giving it ample room to raise more funds. • Additional subscriptions by promoter companies such as TATA Sons, TATA Capital and Investment. • Low leverage of the auto business provided funding flexibility • Additional amount of US $0.7 billion was for engine and component supply, contingencies and working capital. • It intended to refinance the loan through long-term funds valuable stakes in group companies  Owns $400m of Tata Steel at current prices  Owns stake in Tata Sons (Tata Group’s holding company) worth at least $600m Cash management “A three-tier model was developed,” said Wolfgang Bernhart, partner, Automotive Competence Center, Roland Berger. First, a short-term goal to manage liquidity with the assistance of KPMG was put in place. Then came a mid-term target to contain costs at various levels and the formation of 10-11 cross-functional teams, Bernhart said. A number of management changes, including new heads at JLR, were made. Finally, a long-term goal that runs until 2014 was drawn up, focusing on new models and refreshing the existing ones. The key aims—cash management and checking costs.
  • 19. 17 When Roland Berger added up the money that could be saved, the company was astonished at how high the figure was. A team of young managers was put in charge, in an approach similar to the one followed in the 2003 restructuring at Tata Motors, with reviews on a daily basis. Tata Motors also embarked on a plan to divest stakes in group companies to raise cash: In September 2008, it sold a 1.3% holding in Tata Steel Ltd to holding company Tata Sons Ltd for a total Rs 485 crore. In November 2008, the board approved a Rs 4,147 crore rights offer, which was completed in June this year. All proceeds were channelled into Tata Motors to make JLR profitable. Crucially, Tata Motors was able to keep product development plans going, which has paid off with the global economy reviving and customers returning to JLR showrooms. The programme also saw the workforce being trimmed since July 2008 by around 11,000 from a gargantuan workforce of 27,000 at JLR. According to chief financial officer C. Ramakrishnan, who spoke to analysts after announcement of the September quarter results, the workforce was trimmed by another 1,800 to 16,000. JLR’s turnaround has been aided by external factors. In a 9 November earnings call with analysts, Ramakrishnan said margins had benefited from favourable currency movements, widening by one percentage point to 16.6%, over the first quarter of 2010-11. However, the extent of the turnaround can be gauged when margins are compared with corresponding quarter of previous year. Margins rose by a whopping 1,370 basis points or 13.7% from 2.9% in 30 September 2009-10, reflecting the changed dynamics of the company as sales rose sharply on the back of new product launches and improved market sentiments. About half the firm’s turnover is dollar- linked while one-fifth is linked to the euro. The rupee has strengthened against both currencies this year. Since January, the pound has strengthened 4.9% against the dollar and 7.7% against the euro.
  • 20. 18 What went wrong in financing the deal? Explain in detail. Problem 1: Lack of access to credit to repay the bridge loan of US$3 Billion Tata Motors was facing problem in cash liquidity and have negative working capital after the acquisition of JLR. Besides, the debt ratio had increased over the five years and they have negative interest coverage which these shows that the company was having problem in paying the bridge loan. Subprime mortgage crisis has caused the demise of Lehman brothers which later lead to the collapse of the global financial sector and further deepened the global financial crisis. Consequently, the global line of credit is frozen which has cut the availability of financing for companies throughout the global economic crisis. Tata Motors was finding it difficult to access credit and raise fund from the stock market due to the tight liquidity conditions, a gloomy and depressed stock market and lack of investors’ confidence. Besides, lacking of working capital has caught them into trouble to repay the bridge loan of US$ 3 billion which used to finance the acquisition of Jaguar and Land Rover (JLR). The bridge loan was due on June 2009 and yet at the end of the year 2008, the company was able to repay only US $ 1 billion. Problem 2: Global financial crisis has severely impacted the global automobile industry especially the luxury cars segment The automobile sector in India was severely impacted by the global financial crisis in the Indian and global business environment. GDP growth slowed down substantially from 9 % in year 2008 to 6.7% in year 2009. Followed by high inflation and high material cost which lead to higher vehicle prices and fuel prices, unavailability of finance or higher cost of finance as well as gloomy economic conditions had slumped the demand badly. (Annual Report 2009) These factors have tremendously pressured both Tata Motors’ commercial and passenger vehicle industry which lead to sales declined. Jaguar and Land Rover faced severe demand contraction due to the negative wealth effect. As the fuel price and interest rate increase plus the
  • 21. 19 continuing credit squeeze, consumers would buy low cost and low fuel consumption car rather than luxury and high fuel consumption car like JLR. So, the problem occurs as the JLR could not generate working capital to Tata Motors and the recessionary trends deepened the domestic vehicle sales. The industry performance in the domestic market during FY08-09 and the Company’s share is given below: Source: Society of Indian Automobile Manufacturers report and Company Analysis * including Magic and Winger sales # including Fiat branded cars The Company’s exports also declined by 38.6% during the year 2009, due to the meltdown in major international markets and the consequent swings in foreign exchange rates. The graph below shows the dropped of sales which affected the net profit margin: Problem 3: Increasing materials and fuel prices have slow the demand of vehicles Due to the impact of tighter money supply with higher interest rate, there will be meteoric rise in fuel and materials (e.g.: steel, tyres) price. High fuel price has caused Tata Motors to feel the heat of slowing demand. Decrease in sales volume and increase in cost as well as bearing the increment of short term debt would easily kill Tata Motors. Therefore, a probable solutions would keep them survive and grow.
  • 22. 20 Both graphs above show the steel and fuel price pattern from the years 2007 and 2000 until 2010. Problem 4: Share price dropped drastically and affect its global image As the debt market was frozen, Tata Motors turn to the equity market to raise fund. After the issuance of ordinary shares with right basis where existing shareholders could get one ordinary shares for every six shares held, the earning per shares of the company dropped. This is due to the company earnings dropped (effects of the global economic crisis) and the number of shares outstanding increase. The dropped of shares price and EPS caused the investors and public losing confidence on Tata and later it had affected its global image. Now, everybody is in doubt whether Tata
  • 23. 21 Motors able to survive and increase the EPS in the future and would think twice before investing in Tata Motors. The share price of Tata Motors dropped drastically after the issues of ordinary shares on the right basis. Problem 5: Relocation of Nano’s factory from West Bengal to Gujerat The factory of producing Tata Nano was set up at West Bengal in order to launch the product on October 2008 but due to the violent political agitation in West Bengal over the land issue, Tata Motors was forced to relocate their prestigious Nano project to Gujarat. This has eventually delayed the launching of Tata Nano in October and increase the cost of setting up factory and facilities to produce Nano.
  • 24. 22 Explain in brief the different instrument used in financing the deal? Behind acquisition of Jaguar Land Rover, Tata Motors had following strategic considerations: 1. Long term strategic commitment to automotive sector. 2. Opportunity to participate in two fast growing auto segments (premium and small cars) and to build a comprehensive product portfolio with a global footprint immediately. 3. Increased business diversity across markets and product segments. 4. Unique opportunity to move into premium segment with access to world class iconic brands since: (a) Land Rover provides a natural fit above TML’s Utility Vehicles/SUV/Crossover offerings for the 4x4 premium category (b) Jaguar offers a range of “Performance/Luxury” vehicles to broaden the brand portfolio 5. Sharing of best practises between Jaguar, Land Rover and Tata Motors in the future 6. Long-term benefits from component sourcing, low cost engineering and design services. Tata motors meticulously planned its refinancing strategy as follows: • TML raised a 15 month bridge loan of $3bn to finance the acquisition • TML also planned to raise about Rs.92bn ($2,300mn) and • Rs.96bn ($2,400mn) (through issue of equity / equity linked instruments to refinance bridge loan • 3 simultaneous but unlinked Rights Issues of about Rs.72bn ($1,800mn) of the following securities (Price range to be determined in due course):  Equity shares upto Rs.22bn ($550mn) – ‘A’ Equity shares carrying differential voting rights upto Rs.20bn ($500mn)  Optionally convertible into ‘A’ Equity Shares after 3 years but before 5 years from the date of allotment (upto $750mn)  Approx USD 500/600mn to be raised through issue of securities in the foreign markets Above equity issues were estimated to increase the then existing equity capital by about 30%-35% in FY09. In the event of CCP conversions between 2011 and 2013, additional increase of about 12% was also estimated
  • 25. 23 The amount was repaid by using different instrument in financing the deal in following manner :- • Rs.1.92 billion Underwriting agreement with JM financial consultants • Rs.1.75 billion was raised through a deposit scheme from the public • Additional subscriptions by promoter companies- Tata sons, Tata capital and Tata Investment Ltd. • $ 1 billion aid package by British Government. (out of total $2.3 billion)