international busineess: a case study between two companies(mutual alliance)

Indian enterprises were subjected to strict control regime before 1990s. This has led to haphazard growth of Indian corporate enterprises during that period. The reforms process initiated by the Government since 1991, has influenced the functioning and governance of Indian enterprises which has resulted in adoption of different growth and expansion strategies by the corporate enterprises. In that process, mergers and acquisitions (M&As) have become a common phenomenon. M&As are not new in the Indian economy. In the past also, companies have used M&As to grow and now, Indian corporate enterprises are refocusing in the lines of core competence, market share, global competitiveness and consolidation. This process of refocusing has further been hastened by the arrival of foreign competitors. In this backdrop, Indian corporate enterprises have undertaken restructuring exercises primarily through M & A s to create a formidable presence and expand in their core areas of interest.

Mergers and Acquisitions in India

Mergers & Acquisitions have played an important role in the transformation of the industrial sector of India since the Second World War period. The economic and political conditions during the Second World War and postwar periods (including several years after independence) gave rise to a spate of M&As. The inflationary situation during the wartime enabled many Indian businessmen to amass income by way of high profits and dividends and black money (Kothari 1967). This led to wholesale infiltration of businessmen in industry during war period giving rise to hectic activity in stock exchanges. There was a craze to acquire control over industrial units in spite of swollen prices of shares. The practice of cornering shares in the open market and trafficking of managing agency rights with a view to acquiring control over the management of established and reputed companies had come prominently to light. The net effect of these two practices, viz of acquiring control over ownership of companies and of acquiring control over managing agencies, was that large number of concerns passed into the hands of prominent industrial houses of the country (Kothari, 1967). As it became clear that India would be gaining independence, British managing agency houses gradually liquidated their holdings at fabulous prices offered by Indian Business community. Besides, the transfer of managing agencies, there were a large number of cases of transfer of interests in individual industrial units from British to Indian hands. Further at that time, it used to be the fashion to obtain control of insurance companies for the purpose of utilising their funds to acquire substantial holdings in other companies. The big industrialists also floated banks and investment companies for furtherance of the objective of acquiring control over established concerns. The post-war period is regarded as an era of M&As. Large number of M&As occurred in industries like jute, cotton textiles, sugar, insurance, banking, electricity and tea plantation. It has been found that, although there were a large number of M&As in the early post independence period, the anti-big government policies and regulations of the 1960s and 1970s seriously deterred M&As. This does not, of course, mean that M&As were uncommon during the controlled regime. The deterrent was mostly to horizontal combinations which, result in concentration of economic power to the common detriment. However, there were many conglomerate combinations. In some cases, even the Government encouraged M&As; especially for sick units. Further, the formation of the Life Insurance Corporation and nationalization of the life insurance business in 1956 resulted in the takeover of 243 insurance companies. There was a similar development in the general insurance business. The national textiles corporation (NTC) took over a large number of sick textiles units (Kar 2004). .

Recent Development in Mergers and Acquisitions The functional importance of M&As is undergoing a sea change since liberalisation in India. The MRTP Act and other legislations have been amended paving way for large business groups and foreign companies to resort to the M&A route for growth. Further The SEBI (Substantial Acquisition of Shares and Take over) Regulations, 1994 and 1997, have been notified. The decision of the Government to allow companies to buy back their shares through the promulgation of buy back ordinance, all these developments, have influenced the market for corporate control in India. M&As as a strategy employed by several corporate groups like R.P. Goenka, Vijay Mallya and Manu Chhabria for growth and expansion of the empire in India in the eighties. Some of the companies taken over by RPG group included Dunlop, Ceat, Philips Carbon Black, Gramaphone India. Mallyas United Breweries (UB) group was straddled mostly by M&As. Further, in the post liberalization period, the giant Hindustan Lever Limited has employed M&A as an important growth strategy. The Ajay Piramal group has almost entirely been built up by M&As. The south based, Murugappa group built an empire by employing M&A as a strategy. Some of the companies acquired by Murugappa group includes, EID Parry, Coromondol Fertilizers, Bharat Pulverising Mills, Sterling Abrasives, Cut Fast Abrasives etc. Other companies and groups whose growth has been contributed by M&As include Ranbaxy Laboratories Limited and Sun Pharmaceuticals Industries particularly during the later half of the 1990s. During this decade, there has been plethora of M&As happening in every sector of Indian industry. Even, the known and big industrial houses of India, like Reliance Group, Tata Group and Birla group have engaged in several big deals.Research Issues & Objectives

As a result of Indian economic liberalization, and rapidly changing business environment, there has been a spurt in the M&As in India. This gives rise to certain issues in the sphere of mergers and acquisitions which need to be investigated. Is there a sudden spurt in M&A activities in India in the 1990s? Is it the process of deregulation which has hastened M&A activities or there are some other reasons? Is there some visible trend of M&As in the different sectors of the Indian industry? Has the M&A strategies resorted by Indian enterprises affected their performances? Is it being used as a survival strategy by Indian enterprises in view of the growing presence of foreign enterprises in the post 1991 period? Do the shareholders benefit from M&As?

TATA & CORUS: A Case of Acquisition

ABSTRACT Merger and Acquisition have became exclusive trend in steel industry globally since the beginning of the 21st century. Corporate integration in the corporate world is accomplishing significance and concentration especially with an exciting undertaking of intense globalization. This is the clear evidence from the importance and increasing growth of deal values and resulted with more corporate integration in recent times. These studies examine the key motive drivers and evaluate the impact of mergers and acquisition in steel industry on event study approach. This event study focused on Tata steel Corus Acquisition during the year 2007. The study used a published financial statement which consists of secondary data. The financial statements are analysed and tested by using correlation co-efficient and t- test. The outcome of the analysis disclosed that there is a significant difference between pre post merger and acquisition in capital base and level of returns. There is a significant difference between pre post merger and acquisition EPS. The finding of this study evolves those synergies, increased capitalization with the proof of changes in returns, profitability based on the research findings. It can be summarized that the corporate integration has increase the organizational performance also contributed to the growth of the steel industry

There are not many opportunities for producers in emerging low-cost markets to gainaccess to the markets of Europe other than by acquiring a company like Corus,John Quigley (Editor, Industry Publication Steel week) Tata being the winner. As driven by slow growth and substantial profits in the steel industry. Corus asset sale may lift the Tata steel earnings. Tata steel had acquired British largest steel maker Corus for 608 pence per share. It is one of the striking acquisition in 2006, to propose Tata steel from the 56th to the 6th largest steel maker in the world. A long term gap between their delivered performance of the firm and the strategic plan projected gap was in terms of size, sales and Income. Acquisition could fill the gap (J Fred Weston and Samuel C. Weaver 2002). However, companies can seek for genuine synergies through financial engineering. Figure: 1 outbound acquisition since2005.

Thousands of Indians didnt offer prayers for Tata Steel to clinch the deal for the Anglo-Dutch steel maker Corus, as they have for the recovery of hospitalized Bollywood superstars. Nor did they erect 40-foot billboards of a smiling Ratan Tata, chairman of Tata Steel, after he won Corus. And the stock markets were clearly concerned about the Tata Steels new debt load. But despite all this, euphoria gripped the nation. Finance minister P. Chidambaram offered unspecified help, if needed, to close the deal; fellow steel magnate Lakshmi Niwas Mittal cheered the acquisition, and excited TVnewsreaders gushed. Indias first Fortune 500 MNC was born. Tata acquired Corus, which is four times larger than its size and the largest steel producerin the U.K. The deal, which creates the world's fifth-largest steelmaker, is India's largestever foreign takeover and follows Mittal Steel's $31 billion acquisition of rival Arcelor inthe same year. Over the past five years, Indian companies had made global acquisitions for over $10 billion. The Tata bid almost equals this amount. Most of them have averaged $100 to 200 million."It is a two-way street now," Kamal Nath (Commerce Minister, India) said."Not only India is seeking foreign investment, but Indian companies areemerging investors in other countries." Ratan Tata has said he is confident the two companies have a cultural fit andsimilar work practices. Nearly 30 years ago J.R.D Tata had lured away a young engineer from Coruss predecessor company, British Steel, to work at Tata Steel. That young Sheffield-educated engineer Sir Jamshed J. Irani (knighted by the Queen 10 years ago) was Tata Steels managing director until six years ago. Until the 1990s, not many Indian companies had contemplated spreading their wings abroad. An Indian corporate or group company acquiring a business in Europe or the U.K. seemed possible only in the realm of fantasy. Recent reports of United NationsConference on Trade and Development (UNCTAD) and other organizations have recorded the fact that nowadays Foreign Direct Investment (FDI) is more likely to flow in through cross border mergers (and not through Greenfield Projects). Though Corus isfour times bigger than Tata but in the year 2006 the operating profit for Tata was $840million, whereas in case of Corus it was $860 million. There are some major inputs,which leads Tata towards this huge profit.

Figure 1

Tata acquired Corus on the 2nd of April 2007 for a price of $12 billion making the Indian company the worlds fifth largest steel producer. This acquisition process has started long back in the year 2005. However, Corus was involved in a considerable number of Merger & Acquisition (M&A) deals and joint ventures (JVs) before Tata. This process started in the year 2000 and with Tata it came to an end. In a period of seven years Corus was involved in 14 deals apart from Tata. (Refer Exhibit 1 for the details about M&A deals by Corus). In 2005, when the deal was started the price per share was 455 pence. But during the time of acquisition held in 2007, the price per share was 608 pence, which is 33.6% higher than the first offer. For this deal Tata has financed only $4 billion, although the total price of this deal was $12billion. Here the important point is how Tata could manage to get such a huge amount for this deal? Did Tata Steel overheat in its zeal to win Corus? However as stated by Muthuraman (the Managing Director of Tata Steel), thebid made to Corus was unanimously supported by the management of the company and recommended to its shareholders. In an interview to CNBC India, B Muthuraman also said that they are acquiring Corus for synergy and not for tonnage. "There are synergies in operations, manufacturing, marketing etc."

The merger of Tata steel and Corus will result to a saving of $400 million to the company after 3 years of corporate integration. Long term strategy Strong base in India De integrated manufacturing Technology advantage Economies of scale To enter European mature market Cost of acquisition is less than setting up a new industry Acquiring the holding of Corus through patents and R & D facilities

The main reasons for Corus to be sold Increase in cost of production Corus revenue was $18.06 billion, profit was only just $626 million but incase of Tata , the total revenue is $4.84 billion and profit was $824 million Target with low cost high quality raw material from India. A chance to bailout of debt and financial distress

Tata An Indian Steel Industry Tata Steel has established by Indian Parsi Businessman Jamsetji Tata in 1907, exactly in the year when British American Tobacco (BAT) has started its first factory in India. But it started operating in the year 1912. Tata Steel holds a very vital place in Indian business history, because it has introduced some of the unique concepts like 8-hour working days, leave with pay and pension system for the first time in India and the first player to start rapid industrialization process. In the later part the concepts invented and implemented by Tata became lawful and compulsory practice for the Indian employees. From Tata Steel, Tata has started investing in various other businesses like; Oil mills, Airlines, Publishing, Motors, Consultancy services etc in a short span of 30 years. In the year 1945 Tata entered into tea business by the name of Tata Tea, which was called as Tata Finlay earlier. Tata also entered into exports as Tata Exports, which is the most successful and the largest export house in India. During the entire business in India Tata has seen many ups and downs, in different fields of business. If we will look at the companys financial status/condition, it will give some idea about the condition and performance of the company across the years. (Refer Exhibit 2, 3 & 4 for the detail about the companys performance from 1997-2006)

The Indian Steel industry is regarded as the most important component for thedevelopment of nation, because steel industry (heavy industry) is considered as a veryimportant and influential parameter for the development of any modern economy. Thefinished steel production in India has grown from 1.1 million tones in 1951 to 31.63million tones in 2001-02, which can be regarded as a remarkable example of Indiasdevelopment in economic activities. Tata played a vital role in the improvement of steelproduction also. For that reason in the development of Indias economy, Tata played asignificant role. As a result the consumption level of steel from 1990 to 2002 wascontinuously in an increasing order, but in 2003 it was not like earlier. In respect to theper capita income and consumption of steel it is very less in India with compare to othercountries. (Refer Exhibit 5 for the details about steel consumption level) Indias major market for steel and steel items include USA, Canada, Indonesia, Italy,West Asia, Nepal, Taiwan, Thailand, Japan, Sri Lanka and Belgium. The major steelitems of export include HR coils, plates, CR and galvanized products, pipes, stainlesssteel, wire rods and wires. With the fall in prices along with depressed domestic demand,India has been increasing exports to overcome the excess supply situation. This hasresulted in antidumping actions being taken by developed countries like USA, EU andCanada. The trade action by some countries against Indian steel industry has, to someextent, affected Indias exports to these countries. The Government of India and theIndian steel producers are trying to combat such actions despite such efforts being veryexpensive and involving time-consuming procedures. (Refer Exhibit 6 for the detailedabout steel production by Tata in India)

Global Steel Industry In global steel industry the consumption of steel has been decreased drastically in 2007, in comparison to 2006. According to International Iron and Steel Institute (IISI) till 2010 the average demand for steel would be 4.9 per cent per year. But during 2010 and 2015 the growth is expected to be 4.2 per cent. In fact IISI forecasts the global steel demand would be 1.32 billion tones by 2010 and 1.62 billion tones by 2015. Much of this demand growth is expected to be generated from countries like China and India. Among the major steel producing countries the production of steel has increased from 2005-2006 except Brazil. China is the highest steel producing country in the world with a production of 355.8 million tones in 2005 and 418.8 million tones in 2006. And for this increasingdemand of steel market it is not possible for a single company to capture the marketalone. In that production process Tata may play a vital role. For that reason IISI isgiving its opinion in favor of Tata.

Corus and Steel Production in the U.K Corus Group plc was formed on 6th October 1999, through the merger of two companies, British Steel and Koninklijke Hoogovens, following the privatization of many steelworks companies by the U.K. government. The company consists of four divisions which include: Strip Products, Long Products, Aluminum and Distribution and BuildingSystems. With headquarters in London, Corus operates as an international company,satisfying the demand of many steel customers worldwide. Its core business comprises ofmanufacturing, development and allocation of steel and aluminum products and services.The company has a wide variety of products and services which comprise of themanufacturing of electrical steel, narrow strip, plates, packaging steel, plated steel strip,semi finished steel, tube products, wire rod and rail products and services. However, thecompany is also engaged in providing a variety of services including design, technologyand consultancy services.

Corus products and services are acquired by customers from diverse fields such ascommercial and military aerospace ventures, the automotive, construction, engineering,defense and security, as well as the rail and shipbuilding industry. In terms ofperformance, the company is regarded as the largest steel producer in the UK with10,142 million of annual revenue (for 2005) and a work force of 50 000 employees. Inorder to sustain and run its global steelmaking, processing and distribution operations thecompany makes annual investments of over 6 million for the purchase of various goodsand services, such as iron ore and coal, alloys, refractory, rolls and paint. Looking at thefinancial status of the company from 1996-2005, a degree of fluctuation between theyears can be seen. But irrespective of all these factors Corus continue the business as itwas continuing. (Refer Exhibit 9 & 10 for the details of financial performance of thecompany across the years) The Deal The deal (between Tata & Corus) was officially announced on April 2nd, 2007 at a priceof 608 pence per ordinary share in cash. This deal is a 100% acquisition and the newentity will be run by one of Tatas steel subsidiaries. As stated by Tata, the initial motive behind the completion of the deal was not Corus revenue size, but rather its marketvalue. Even though Corus is larger in size compared to Tata, the company was valued less than Tata at the time when the deal negotiations started. But from Corus point of view, as the management has stated that the basic reason forsupporting this deal were the expected synergies between the two entities. Corus hassupported the Tata acquisition due to different motives. However, with the Tataacquisition Corus has gained a great and profitable opportunity to make an exit as thecompany has been looking out for a potential buyer for quite some time. The total value of this acquisition amounted to 6.2 billion (US$12 billion). Tata Steel the winner of the auction for Corus declares a bid of 608 pence per share surpassed the final bid from Brazilian Steel maker Companhia Siderurgica Nacional (CSN) of 603pence per share. Prior to the beginning of the deal negotiations, both Tata Steel and Coruswere interested in entering into an M&A deal due to several reasons. The official pressrelease issued by both the company states that the combined entity will have a pro formacrude steel production of 27 million tones in 2007, with 84,000 employees across fourcontinents and a joint presence in 45 countries, which makes it a serious rival to othersteel giants. The official declaration of the completed transaction between the two companies was announced to be effective by Court of Justice in England and Wales and consistent with the Scheme of Arrangement of the Tata Steel Scheme on April 2, 2007. According the Scheme regulations, Tata Steel is required to deliver a consideration not later than 2 weeks following the official date of the completion of the transaction.

The process has started on September 20, 2006 and completed on July 2, 2007. In theprocess both the companies have faced many ups and downs. The details of this processhas described below.

September 20, 2006 : Corus Steel has decided to acquire a strategic partnership a Company that is a low cost producer

October 5, 2006The Indian steel giant, Tata Steel wants to fulfill its ambition toExpand its business further

October 17, 2006The initial offer from Tata Steel is considered to be too low bothby Corus and analysts Tata Steel has kept its offer to 455p per share.

October 18, 2006Tata still doesnt react to Corus and its bid price remains thesame

October 20, 2006: Corus accepts terms of 4.3 billion takeover bid from Tata Steel

October 23, 2006 :The Brazilian Steel Group CSN recruits a leading investmentbank to offer advice on possible counter-offer to Tata Steels bid.

October 27, 2006Corus is criticized by the chairman of JCB, Sir AnthonyBamford, for its decision to accept an offer from Tata

November 3, 2006The Russian steel giant Severstal announces officially that it willnot make a bid for Corus

December 18, 2006 :Within hours of Tata Steel increasing its original bid for Corus to500 pence per share, Brazil's CSN made its formal counter bid forCorus at 515 pence per share in cash, 3% more than Tata Steel'sOffer.

January 31, 2007: Britain's Takeover Panel announces in an e-mailed statement thatafter an auction Tata Steel had agreed to offer Corus investors608 pence per share in cash

April 2, 2007 : Tata Steel manages to win the acquisition to CSN and has the fullvoting support form Corus shareholders

:.

Post Acquisition Tata Tata Steel has formed a seven-member integration committee to spearhead its union with Corus group. While Ratan Tata, chairman of the Tata group, heads the committee, three of the members are from Tata Steel and the other three are from Corus group. Members of the integration committee from Tata Steel include managing director B Muthuraman, deputy managing director (steel) T Mukherjee, and chief financial officer Kaushik Chatterjee. The Corus group is represented in the committee by CEO Phillipe Varin, executive director (finance) David Lloyd, and division director (strip products) Rauke Henstra.The acquisition by Tata amounted to a total of 608 pence per ordinary share or 6.2billion (US $12 billion) which was paid in cash. First of all, the general assumption is thatthe acquisition was not cheap for Tata. The price that they paid represents a very high49% premium over the closing mid market share price of Corus on 4 October, 2006 and apremium of over 68% over the average closing market share price over the twelve monthperiod. Moreover, since the deal was paid for in cash automatically makes it moreexpensive, implying a cash outflow from Tata Steel in the amount of 1.84 billion.Tata has reportedly financed only $4 billion of the Corus purchase from internal companyresources, meaning that more than two-thirds of the deal has had to be financed throughloans from major banks. The day after the acquisition was officially announced, TataSteels share fell by 10.7 percent on the Bombay stock market. Despite its four timessmaller size and smaller capacity, Tata Steels operating profit for 2006, earning $840million on sales of 5.3 million tones, were very close in amount to those generated byCorus ($860 million in profits on sales of 18.6 million tons).Tatas new debt amounting to $8 billion due to the acquisition, financed with Corus cash flows, is expected to generate up to $640 million in annual interest charges (8% annual interest cost). This amount combined with Corus existing interest debt charges of $400 million on an annual basis implies that the combined entitys interest obligation will amount to approximately $725 million after the acquisition.The debate whether Tata Steel has overpaid for acquiring Corus is most likely to becertain, since just based on the numbers alone it turns out that at the end of the biddingconflict with CSN Tata ended up paying approximately 68% above the average price ofCorusshares. Another pressing issue resulting for this deal that has created a dilemmabetween experts and analysts opinions is whether this acquisition for the right move forTata Steel in the first place. The fact that Tata has managed to acquire a British steelmaker that has been a symbol of Britains industrial power and at the same time itsdominion over India has been perceived as quite ironic. Only time will show whetherTata will be able to truly benefit from the many expected synergies for the deal and notmake the typical mistakes made in many large M&A deal during this beginning period. I believe this will be the first step in showing that Indian industry can in fact step outside the shores of India in an international marketplace and acquit itself as a global player. Ratan Tata

Questions:1. Why Corus went in for this deal?2. Was Tata wise in this decision?3. Who worked out the financial deal?4. How could the finances be organized in?5. How should be assets be evaluated before an acquisition?1

To a large extent, corporate integration is based on a belief that earnings accrued through reduction cost, increase market share, reduction in earning volatility, and sale of economies. However, the main features of the compassionate of reforms inductive mergers and acquisitions of Tata and Corus industry creates potential of realizing efficient gains The total value of the Tata Corus acquisition amounted to 6.2 billion (US $ 12 billion). Tata steel declares a bid of 608 pence per share to go beyond the final bid from Brazilian steel maker Compuhia siderurgica Nacional (CSN) of 603 pence per share. Proceeding of the deal negotiations, both the Tata and Corus were interested to create a corporate bondage by entering into an merger and acquisition deal due to the diversified reasons.

Figure 2

RESEARCH METHODOLOGY The approach for examination of value creation of both bidder and target around the announcement of an offer and includes both successful and unsuccessful merger and acquisition. The three hypothesized statements tested using correlation co-efficient and T- test. Hypothesis Based on the research gap areas from literature review, the following hypothesis is tested. H0: there is no significant difference between pre merger and acquisition equity capital base and Profit after Tax. H0: there is no significant difference between post merger and acquisition equity capital base and Profit after Tax. H0: there is no significant difference between pre and post merger and acquisition earning per share

Source: The Indian Ministry of Steel (the number in brackets indicate the percentage increase fromthe previous year).Note: The consumption of steel is arrived at by subtracting export of steel from the total of domesticproduction and adding the import of steel in the country

Conclusions and Future Research Dimensions The trend analysis has substantiated the fact that Indian companies have adopted M&As as a strategic choice for growth and expansion in general and particularly more prominently during the difficult period of 1996-97 and 1997-98. The analysis of M&As trends for the entire period gives two distinct phases of M&As for the different sectors of the Indian industry, that is the period from 1990-91 to 1995-96 and 1996-97 to 2000-01. During the first period, there have been 68 M&As where as in the second phase 1318 M&As have been found. That is why the second phase can safely be called as the first M&A wave in India. M&As have been found to be beneficial in the sense that Indian companies grew in size, and attain better market share which is substantiated by empirical analysis. Throughout the period of study, turnover increased after the companies experienced an M&A. Profit after tax and book value of the companies increased after M&As during the time periods 1994-98 and 1994-99 respectively. After that there was no significant change of M&As on these variables. Further, M&As did not have any impact on return on net worth for the period of study. The nature and pattern of M&As strategies adopted by the Indian companies reveal mostly horizontal and vertical types. This gives strength to the argument that Indian companies are focusing on their core areas and expanding mostly in related areas of strength which is helpful in realization of synergistic benefits. Further, it has been observed that M&As in India are strategic in nature that motives range from growth and expansion to high quality of human resources, strong brand presence and global identity and leadership. The study has ignored the impact on target companies due to the typical constraints of obtaining Indian M&As data as stated in the study. Further, there are possible differences in the accounting methods adopted by different companies in the sample which is also ignored. The study has also not used any control groups for the comparison (industry average or firms with similar characteristics) as has been found in other studies. A bigger sample covering a longer time period would have given better results and the authors plan to extend the work further. Future research could be directed in the areas of impact of mergers and acquisitions on corporate performance by taking total factor productivity measures for empirical investigations. This could be accomplished by measuring improvement in the total factor productivity compared to the industry average at any point of time or productivity trends before and after ownership change over a period of time