Hindalco , Novelis , Merger and Acquisition

1. Merger & Acquisition (Hindalco & novelis) Gagan Pareek Dharmesh Mehta Darshana Chande

3. Cultural Perspective

4. Financials PerspectiveConclusion

5. INTRODUCTION

6. Features of Indian Aluminium Industry Highly concentrated industry with only five primary plants in the country. Bayer-Hall- Heroult technology used by all producers. Energy cost is 40% of manufacturing cost for metal and 30% for rolled products. High cost of technology is the main barrier in achieving high energy efficiency. Energy conservation and reduced consumption is main motive. Increased competition from imports of aluminium.

9. STRATEGIC FIT

10. Hindalco Strategy

11. Hindalco: Aluminium Strategy – Integrated play

12. Novelis It was born in early 2005 as a result of a forced’ spin-off from its parent, the $ 23.6-billion aluminium giant and Canada-based Alcan. The US and European anti-trust proceedings ruled that the rolled products business of either Alcan or Pechiney had to be divested from the merged entity. The company is No. 1 rolled products producer in Europe, South America and Asia, and the No. 2 producer in North America. This involved extensive operations in over 35 plants in 11 countries and four continents.

14. The company recycles more than 35 billion used beverage cans annually.

15. Industry-leading assets and technology.

18. After merger Hindalco will emerge as the biggest rolled aluminium products maker and fifth -largest integrated aluminium manufacturer in the world.

19. Immediate global reach and scale along with technological expertise.

22. Indian Deal makers Team Members Kumar Mangalam Birla Debu Bhattacharya, Managing Director, Hindalco Sumant Sinha, Group CFO Rounds of negotiation went for 18 months before the deal was finalized Acquisition needs the approval of at least two thirds of Novelis' shareholders A day after the deal was announced, the Hindalco share plunged 13.74 per cent,

24. Deal structure Divided into 2 parts- 1)100% of Novelis equity @44.93$ per share which add up to $3.6b 2)$2.4b debt on Novelis balance sheet - No Option of Leverage buyout unlike TATA Corus

25. FUNDING A MEGA-DEAL: 2007 $2.4 billion will be raised on the balance sheet of Novelis AV Minerals (Netherlands) a indirect subsidiary of Hindalco raised bridge loans of $2.13 billion [CR @ 7.2%] & 900 million Hindalco raised a debt of $2.8 billion. $450 million from its cash reserves Essel Mining, another A V Birla group company, chipped in with $300 million from its reserves. Tied up with ABN Amro Bank, Bank of America and UBS for the Asian leg of the transaction, The non-recourse debt raised on Novelis' books funded through ABN Amro and UBS

26. Deal Financing :2008 Hindalco issued equity shares of Re. 1 each on rights basis @ Rs. 96 per share Ratio of 3:7 in September, Aggregating to 525,802,403 shares. Total Amount receivable of Rs. 5,047.70 Cr Company has received Rs. 4,545 Cr Rs. 124.90 Cr spent on related expenses of the rights issue Balance amount utilized to repay the bridge loan taken for acquisition of Novelis.

27. Banks involved 2007 :Hindalco-Novelis deal, UBS (along with ABN AMRO & Bank of America) threw the Birla company a $2.8 billion debt lifeline. 2008: waiver due to default in Debt/EBITA ratio for novelis 2008: $1-billion loan was taken on Hindalco’s books, and the banks that participated in the exercise included ABN Amro, Barclays Capital, Bank of Tokyo-Mitsubishi UFJ, Calyon, Citigroup, Deutsche Bank, HSBC, Mizuho Financial and Sumitomo Mitsui Financial. 2009:Hindalco took a syndicated loan of $982 million (Rs 4,910 crore at current rate) from 11 foreign banks to repay the bridge loan taken two years ago for the Novelis acquisition.

28. Valuation @ Premium “If we earn $10 for every $100 of aluminum we sell, we will now be able to earn another $10 for every $100 worth of aluminum that Novelis processes into rolled products.” --Debu Bhattacharya. MD "Acquisitions are not geography dependent. They depend on value-creation and will have to be in sync with existing businesses” Kumar Mangalam Birla, 2007 “The valuation depends on the intrinsic capability of an asset. He points out that it would have taken Hindalco at least 10 years to create that kind of capacity on the downstream front. The acquisition is a good strategic fit and the way we see it, there is a lot of upside potential in aluminum as a commodity. He speaks of areas like transportation, architecture, packaging and pharmaceuticals which will be big markets in the future for aluminum.” Sunirmal Talukdar, CFO, Hindalco Why pay 44.36$ a share for a 30$ share Analysts

29. CULTURAL FIT

30. Objective Hindalco was an upstream player before it acquired Novelis, so its profits varied every year. It decided to add downstream operations for a few good reasons: First, the company wanted to steady the profit stream. Second, it realized that it had to be globally competitive at home since India was not a protected market anymore .And third, to move away from the commodity business ,Hindalco had to manufacture value added products. Making aluminium at competitive prices requires economies of scale, process skills, and cheap raw materials .Selling value added aluminium products demands attention to quality, service and brands; product development skills ;and a knack for forging customer relationships- capabilities that Hindalco did not possess. To learn them it decided to acquire the downstream companies:Indal in India and Novelis overseas.The objective was to gain new competencies –not to get big fast or reduce costs.

31. Integration Process Hindalco’s management allowed the post merger process to take place naturally and rarely intervenes Four step Process: Financial Organizational Business Process Markets.

32. Financial Integration Same Financial Language. Standardization : Prior to June 2007 , Hindalco’s financial year ended on March, 31st, whereas Novelis’ period ended on December, 31st Guidelines of SEBI & SEC were met. Plan to optimize tax bills of both countries. Sharing best practices.

33. Organisational Integration: Existing management structure ,system ,people (Job Roles ) left undisturbed. In the first six months after the take over Hindalco deputed just two of its own executives to Novelis: it sent an expert from its copper division to institutionalize a risk-management process and installed a senior executive in Novelis ’logistics department to help improve its global supply chain No Layoffs ,however hiring activities were kept on hold for sometime.

34. Business Process Integration Plain and simple techniques to manage business. It set up a company to manage IT functions of Novelis due to availability of inexpensive engineers. Hindalco has set Novelis a target of seven to 12 stock turns per year by 2010,which could free around $300 million in working capital

35. Market Integration India’s demand for aluminium products is projected to double from 1 million tones in 2007 to almost 1.9 million tones in 2012, and half of that increase will be for the kind of flat-rolled products Novelis produces. Thus, India could absorb a third of the North American company’s output in three years’ time

36. SEBI Norms

37. Procedure for Amalgamation / Merger /Take over. Check MoA (change accordingly). Draft Scheme of Arrangement Consider it in Board Meeting. Apply to Court direction to call General Meeting. Send copy of application made to High Court to Central Gov & send notices of General Meeting to with scheme Notice Period shall not be less than 21 days At General Meeting approve scheme, increase authorized share capital , issue further shares, as required .

38. SEBI Guidelines (Takeover code) The Takeover Code stipulates requirement, depending upon the nature and quantum of the acquisition, making an offer to purchase shares from the public shareholders, including - The minimum number of shares for which the offer is to be made - The minimum price at which the shares must be Acquired In the event the public shareholding in the Indian Company falls below the specified 10%, then The acquirer has to make an offer to buy out the outstanding shares remaining with the shareholders, resulting in de-listing of the Company, or for delisting the company process prescribed under delisting guidelines needs to be followed . The acquirer has to divest, through an offer for sale or by a fresh issue of capital to the public, to keep the public holding at the prescribed levels and prevent a delisting

39. Benefits: Post acquisitions, the company will get a strong global footprint. After full integration, the joint entity will become insulated from the fluctuation of LME Aluminium prices The deal will give Hindalco a strong presence in recycling of aluminium business. Novelis has a very strong technology for value added products and its latest technology ‘Novelis Fusion’ is very unique one Novelis being market leader in the rolling business has invested heavily in developing various production technologies. One of such technology is a fusion technology that increase formability of aluminium.(Useful in designing products like car)

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