Dealtracker

Providing M&A and Private Equity Deal Insight

9 th ANNUAL EDITION
2013

© Grant Thornton India LLP. All rights reserved.

Disclaimer
This document captures the list of deals announced based on information available in the public domain and
based on public announcements. Grant Thornton India LLP does not take any responsibility for the
information, any errors or any decision by the reader based on this information. This document should not be
relied upon as a substitute for detailed advise and hence, we do not accept responsibility for any loss as a
result of relying on the material contained herein. Further, our analysis of the deal values are based on publicly
available information and based on appropriate assumptions (wherever necessary). Hence, if different
assumptions were to be applied, the outcomes and results would be different.

© Grant Thornton India LLP. All rights reserved. 2

 Contents
10 Domestic Deals
4 Foreword What India has to offer : Top deals
and Top sectors of 2013
2013: The year that was- a finger
on India’s pulse.

11 GlobeScan
6 Year Round up 11. Summary of Inbound Deals
12. Summary of Outbound deals
In a Nutshell : Movers and
Shakers of 2013 13. Key Highlights
14. Crossborder Activity

8 M&A Round up
Overall M&A Activity : Trendspotting
2009 - 13

24 Sectoral
Spotlight
16 Grant Thornton Insights 26. Pharmaceuticals & Healthcare
16. Is M&A a Foolish Strategy?
28. IT & ITES
19 PE Round up 30. Retail and Consumer goods

19. India on the Private Equity front 31. Grant Thornton Insights

21. Major players in the Private Equity market

22In Depth
City Focus : Value & Volume of PE deals
across India

© Grant Thornton India LLP. All rights reserved.

 Foreword

Welcome to the 9th edition of the annual

Dealtracker, our yearly analysis of the Indian
M&A and PE deal scenario. We would like to
thank all our readers for their continued interest
and support over the years. This year we have
tried to analyse deal activity from some more
perspectives than before, thanks to the insightful
feedback that we receive from time to time.
The M&A market showed subdued levels of deal
Harish HV
activity in 2013, with 500 deals amounting to
Partner- India Leadership Team
Grant Thornton India LLP US$28.19 billion, which is lower both in volume
and value when compared to 2011 and 2012.
Overall M&A values dipped by 20% year-on-year
coupled with a 16% decline in number of deals.
However, 2012 saw the large US$12 billion
"Looking ahead at 2014, we are Vedanta group restructuring deal, So, excluding
moving into an election year and
mergers and internal restructuring deals, M&A
that brings in its own share of
values in 2013 were actually up 15% during 2013,
uncertainty. However, the Indian
pointing to the sustained faith India Inc has in
M&A market has now reached a
dealmaking regardless of economic conditions,
significant level of about a 1000
deals a year pointing to continued external pressures, political situation. However,

confidence of India Inc. in M&A. " these have impacted deal values which clearly
mean that growth in value will need better
economic scenario and more particularly a better
capital and debt market support which has been
missing. .
A notable feature of 2013 is the continued growth
in Inbound Investment especially by global MNCs
particularly those in the consumer goods and
healthcare sectors indicating confidence in India's
growth in a difficult year. We have seen Unilever
announce a significant equity investment into
their Indian Subsidiary, Glaxo doing likewise and
© Grant Thornton India LLP. All rights reserved. 4
 Foreword
We hope that there would be some hostile takeovers because that is something Indian market
badly needs to ensure good value creation for the shareholders

Diageo making a large acquisition of United average deal size has also increased. We
Spirits Limited. On the outbound side, there have expect PE's to continue investing in the Indian
been some large deals such as outbound oil field market and continue to focus on consumption
stake acquisitions by Oil and Natural Gas sectors as they have been in the recent past but
Corporation (ONGC), Cipla's South African we expect them to turn to Indian Manufacturing
acquisition and other large cross border deals. as the Manufacturing sector starts showing
However, in the past few years we used to see in signs of renewal.
excess of a dozen US$ 1 billion deals but now it is Looking ahead at 2014, we are moving into an
down to about three or four. election year and that brings in its own share of
Looking ahead sectors to watch out continue to uncertainty. However, the Indian M&A market
be Pharma, Technology and Aviation/ Telecom. has now reached a significant level of about a
The drying up of R&D pipeline globally coupled 1000 deals a year pointing to continued
with the expected patent cliff in the US drug confidence of India Inc. in M&A. Finally, as
market in the next 2-3 years and constant always, I end this with my wish (which remains
pressure on manufacturing cost reduction will unfulfilled over the past few years) that we see a
make India a sought after manufacturing more active market for control in the Indian
destination. Technology has always been active in market through hostile takeovers.
dealmaking and this is expected to continue with
continued thrust by Indian companies particularly
on the cross border side and similarly active
inbound market by global majors in Indian
startups. Deal activity is also likely in some of the
regulated sectors like Aviation and Telecom
where regulations now support dealmaking.
PE activity – both value and volumes - was very
strong making up for some of the reduction seen
in corporate M&A activity during the year. This
has been a notable feature of 2013 as it has
happened in a year of economic weakness,
political uncertainty (given elections in 2014),
rupee depreciation and exit difficulties. The

© Grant Thornton India LLP. All rights reserved. 5

 In a Nutshell

With India headed for critical national elections in

the coming year, the overall merger & acquisition
(M&A) activity revived with a clutch of billion-
dollar-plus deals towards the close of the year. It
is interesting to see a continuously declining trend
in outbound deal volumes between 2011 and
2013, though values have remained steady Raja Lahiri
largely due to the big ticket deals seen in ONGC’s Partner- Transaction Advisory Services
outbound oil block acquisitions totaling over US$5 Grant Thornton India LLP
bn.
The moderation in India’s growth story coupled
with the weakness in overseas investor
sentiments driven by the uncertainty in the tax
and regulatory policies have led to decline in "In my view, the Government's
inbound transactions as well. However, despite recent FDI policies and reforms
this, we have witnessed some large inbound around retail, aviation, broadcasting
deals like Mylan deal, Unilever’s acquisition of and telecom are good steps to
stake in HUL and Diageo’s acquisition of United
enhance FDI inflows and is expected
Spirits which demonstrates the fundamental
to increase deal activity. However,
there still remains an overhang of
interest in India’s large market opportunity for
the overseas investor sentiment in
most global organizations.
implementation of the Government
Top sectors for PE included IT & ITES (20%),
policies which is possibly resulting
Pharma, Healthcare & Biotech (14%), Real Estate
in tentativeness in the minds of the
(13%), Telecom (12%), Banking (11%) and investors at the current moment."
Automotive (8%). There were 23 PE investments
worth over US$ 100 million each in 2013. The
increase in PE deal value is largely driven by
some large buy-out deals like Blackstone – Agile
deal, KKR-ATG and Barings – Hexaware deal.

© Grant Thornton India LLP. All rights reserved. 6

 In a Nutshell
“I would also see increased momentum in secondary PE deals, the consummation of which
would largely depend on the quality of the underlying portfolio assets.”

Deal Summary Volume Value (US$ mn)

Year 2011 2012 2013 2011 2012 2013
Domestic 216 234 220 5,036 6,078 5,749
Cross Border 288 262 221 39,577 14,507 17,891
Mergers and Internal Restructuring 140 102 59 - 14,799 4,546
Total M&A 644 598 500 44,613 35,384 28,186
PE 373 401 450 8,751 7,378 10,392
Grand Total 1017 999 950 53,363 42,761 38,578
Cross Border includes
Inbound 142 140 139 28,732 5,955 8,642
Outbound 146 122 82 10,313 8,552 9,249

There is clearly an emerging trend in increase of • Private Equity and Venture Capital to be
buy-out transactions by the large PE Funds recognized as a separate recognized pool of
(especially, the Global Funds) which has led to capital by the Government. Enhanced
increase in PE deal values. incentives for PE investors would trigger large
U.S. buyout firm KKR’s investment of US$200 amount of capital which is required to support
million in drug-maker Gland Pharma Ltd. makes it entrepreneurs
the largest private equity investment in the local • Certainty of the tax regulatory framework
pharmaceutical sector amid growing demand for especially around cross border and PE listed
generic drugs in overseas markets. transactions
The Indian e-commerce space continues to • Implementation of the New Companies Bill to
garner interest from PE and VC firms with almost demonstrate enhanced corporate governance
100 deals in this space during the year, led by framework for corporates and investors
Flipkart, Snapdeal and Zomato. In my view, I • Focus on Infrastructure sector to remove the
would also see increased momentum in current bottlenecks. This sector is critical for
secondary PE deals, of-course the consummation the growth of the economy; overseas capital
of which would largely depend on the quality of along with focused implementation programs
the underlying portfolio assets. can turn-around the growth rates.
Certain steps that could be taken to boost M&A We hope to see an interesting year in 2014 and
and PE would include: expect a revival in M&A deal activity, particularly in
• Implementation of the Government reforms sectors like telecom, aviation, retail etc.
around FDI in sectors like retail, telecom, Happy Deal Making!
financial services

© Grant Thornton India LLP. All rights reserved. 7

Mergers &
Acquisitions
• M&A Round Up
• Domestic
• Cross-border

© Grant Thornton India LLP. All rights reserved. 8

 M&A Round Up
Not a blockbuster year, but fairly resilient

Annual Trend – Overall M&A Activity

400.0 373 35.00
356
336
350.0 28.7 30.00

300.0 279
25.00
22.5
250.0 20.9

Number of Deals
18.3 20.00
US$ bn

200.0 198
146 15.00
150.0 174 140 139
142 10.8 122
10.3
9.0 8.6 8.6 9.2
10.00
100.0 6.7 74 82
91 6.0
5.0 82
3.9 5.00
50.0
1.4
- 0.00
2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013
Domestic Inbound Outbound

US bn # Deal
*Domestic includes internal mergers and restructuring deals

Induced by the sluggish economic trends, Mergers With India headed for the national elections in
and Acquisition activities of Indian companies the coming year, the market is set to pick up
decelerated in 2013 to a total of 500 deals worth momentum in 2014 especially as inbound deals
around US$28bn. In comparison, Indian were pushed back for better clarity over the
companies were involved in 598 deals worth policy stance of the new government. Several
US$35bn in 2012, and 644 deals worth US$45bn multi-national companies (MNCs) increased their
in 2011. The level of activity in 2013 revived in the holdings in India units through market route or
last few days of the year due to a few billion dollar indirect restructuring.
deals, however it is yet to match up to the levels
shown previously.

Average Deal Sizes US$ mn

80 192 184 182 119

2009 2010 2011 2012 2013

*based on averages for deals with announced values

© Grant Thornton India LLP. All rights reserved. 9

 Domestic
In line with 2012, both in terms of value and deal volumes

Top Deals in 2013

US $ Deal
Acquirer Target Sector Stake
mn Type
Increasing
FMCG, Food &
# Unilever Plc Hindustan Unilever Ltd 3093 stake to 14.78%
Beverages
67.26%
Jaypee Cement's 5 Majority
UltraTech Cement Ltd Cement 590 51%
mtpa Gujarat facility Stake
Nabinagar Power
Strategic
NTPC Ltd Generating Company Power & Energy 413 N.A.
Stake
Pvt Ltd
Pharma, Healthcare &
Pfizer Ltd Wyeth Ltd 367 Merger N.A.
Biotech
Torrent Pharmaceuticals Elder Pharmaceuticals Pharma, Healthcare &
322 Acquisition 100%
Ltd Ltd – Formulations Biotech
Shriram Transport Banking & Financial Minority
Piramal Enterprises Ltd 301 10%
Finance Co Ltd Services Stake
300 acre land from
Gaursons India Real Estate 273 Acquisition 100%
Jaypee Group
Aditya Birla Nuvo -
SKI Carbon Black Pvt Ltd Plastic & Chemicals 264 Acquisition 100%
Carbon Black business
My Home Industries Ltd –
Ireland's Cement Sree Jayajothi
Cement 230 Acquisition 100%
Roadstone Holdings JV in Cements Ltd
India
DLF's 32 acre land in
Suvarnabhoomi Developers Real Estate 118 Acquisition 100%
Hyderabad
Navayuga Road Infrastructure Strategic
Exide Industries Ltd 100 N.A.
Projects Pvt Ltd Management Stake
# Internal Restructuring deal

Domestic M&A (excluding internal merger and

Top 5 Sectors – US$ Million
restructuring) stood at US$5.7 billion, in line with
Sector 2012 2013
US$6 bn of deals seen last year. The bulk of
Pharma, Healthcare &
233 933
domestic activity focused on the Pharmaceutical Biotech

sector with US$934mn worth of deals. Real Estate

Real Estate 1,135 907
sector showed subdued activity this year with the
total deal value falling from US$1bn to US$907mn. Cement 267 825

The UltraTech Cement Ltd deal with Jaypee Banking & Financial
458 743
Services
Cement was the largest deal in India, worth
US$590m, which puts the cement industry at the Power & Energy 124 726

third position of the Top 5 sectors list. BFSI

witnessed growth in the number of deals in the
insurance and NBFC sector. The Power and Energy
sector witnessed several deals in the renewables
space.

© Grant Thornton India LLP. All rights reserved. 10

 Inbound
45% increase over 2012 values driven by Pharma and Healthcare

Top Deals in 2013

Acquirer Target Sector US $ mn Deal Type Stake

Agila Specialties Pvt Ltd Pharma, Healthcare &
Mylan Inc 1,800 Acquisition 100%
(Strides’s injectable business) Biotech

Vodafone International Holdings Increasing stake

Vodafone India Limited Telecom 1,641 36%
B.V. to 100%

GMR Energy (Singapore) Pte

FPM Power Holdings Ltd Power & Energy 482 Majority Stake 70%
Ltd

Emerson Group Virgo Valves & Controls Ltd Manufacturing 450 Acquisition 100%

Etihad Airways Jet Airways Aviation 379 Strategic Stake 24%

Quality Healthcare Medical Pharma, Healthcare &

Bupa Care Services Ltd 355 Acquisition 100%
Services Biotech

Increasing Stake
SingTel Bharti Airtel Telecom 302 4%
to 32.34%

Banking & Financial Increasing Stake

McGraw Hill Financial Inc CRISIL 214 15%
Services to 67.8%

Vijai Electricals Ltd.,

Toshiba Corporation Transmission and Distribution Electricals & Electronics 200 Acquisition 100%
Business

Prizm Payment Services Pvt

Hitachi Ltd IT & ITeS 161 Acquisition 100%
Ltd

Total cross-board M&A grew 23% to US$18bn Top 5 Sectors – US$ Million
compared to 2012 driven by the 45% increase in Sector 2012 2013
India’s inbound M&A activity. The bulk of inbound Pharma, Healthcare &
1,416 2,451
Biotech
acquisitions focused on the Pharmaceuticals and
Healthcare industry in terms of deal value with a Telecom 10 1,943

73% increase in value over 2012. Two out of the top

Manufacturing 230 789
10 deals were in the pharma sector with Mylan-Agila
deal being worth US$1.8bn. The Vodafone deal IT & ITeS 430 753

falls under the billion dollar category as well, making

Power & Energy 75 740
telecom sector the second largest sector for Inbound
deals in India.

© Grant Thornton India LLP. All rights reserved. 11

 Outbound
Declining volumes, but deal value remains steady due to big ticket oil block
stake acquisitions.

Top Deals in 2013

Acquirer Target Sector US $ mn Deal Type Stake

Rovuma Area 1 Offshore
ONGC Videsh Ltd Oil & Gas 2,640 Minority Stake 10%
Block

Rovuma Area 1 Offshore

Oil India Ltd ,ONGC Videsh Ltd Oil & Gas 2,475 Minority Stake 10%
Block

Parque das Conchas, Increasing stake

ONGC Videsh Ltd Oil & Gas 529 12%
Brazilian oilfield to 27%

Pharma, Healthcare &

Cipla Ltd Cipla Medpro 512 Acquisition 100%
Biotech

Canadian high commission's

Lodha Group building in central London" Real Estate 503 Acquisition 100%
McDonald House"

Amtek India Ltd. Kuepper Group Automotive 266 Acquisition 100%

ExxonMobil Chemical-
Jindal Poly Films Plastic & Chemicals 235 Acquisition 100%
(BOPP) business

Mahindra & Mahindra CIE Automotive SA Automotive 128 Minority Stake 14%

Tata Consultancy Services Ltd Alti SA IT & ITeS 96 Acquisition 100%

Opus Capital Market

Wipro Ltd. IT & ITeS 75 Acquisition 100%
Consultants LLC

India’s Outbound M&A grew 8% y/y in terms of the

deal value, however the volume was low compared
Top 5 Sectors – US$ Million
to the last two years. Indian acquisitions overseas
Sector 2012 2013
stood at US$9 bn from 82 deals.
Outbound acquisitions focused on the Oil & Gas Oil & Gas 1,098 5,649

sector as deal value reached US$5.7bn, and

captured 61% of India’s foreign acquisitions with top Automotive 164 1,166

2 deals, both of which were above US$2bn. Barring

Pharma, Healthcare &
1099 567
the outbound oil block acquisitions in 2012 and Biotech

2013, the deal values in 2013 were US$3.6bn,

Real Estate 47 503
almost half of 2012 values, clearly showing a trend
of India Inc. treading the cautious path. Telecom 6 365

© Grant Thornton India LLP. All rights reserved. 12

 Key Highlights
Few interesting deals struck and few that fell apart

Flying High
Apollo-Cooper Tire deal called off
If turbulence and uncertainty best describe the
The US$2.5bn Apollo-Cooper deal was called off
last few years for the Indian commercial aviation
in December just a few days before its closure. It
sector, there are signs of a turnaround
was slated to be the largest deal of the Indian
ahead. With global airlines and investors with
Automotive industry and the actual reason for the
deep pockets coming together, India's ailing
deal being called off remains under dispute.
aviation sector could finally feel some wind
beneath its wings from the start of operations by
Etihad, AirAsia and Singapore Airlines (SIA),
along with their Indian partners in 2014. The FDI
reforms of September 2012 have definitely
proved to be a game-changer for the commercial
Aviation industry in India. Consolidating Indian holding
Attracted by the long term potential in the
country, multinationals are enhancing their hold
in the emerging Indian market. Anglo-Dutch
FMCG giant Unilever spent US$ 3,094mn to
increase it’s stake to 67.28% in it’s Indian arm
Hindustan Unilever Ltd. UK-based
GlaxoSmithKline (GSK) also plans to increase its
stake to 72.5 per cent from the earlier 43.2 per
cent stake in its consumer healthcare arm in
Chinese firm foils ONGC’s Kazakh deal India in a transaction worth US$ 774 mn.

ONGC Videsh, the overseas investment arm of

state-owned Oil and Natural Gas Corp (ONGC),
had in November last year struck a deal to buy
ConocoPhillips' 8.4 per cent stake in
Kazakhstan's biggest oilfield, Kashagan for $5
billion. ONGC was outbid by the China National
Petroleum Corporation.

© Grant Thornton India LLP. All rights reserved. 13

 Crossborder Deals

Canada US$
US$
992
Germany 93
US$ mn
mn
US$
10 55
mn mn
UK US$ US$
496 557
mn mn
USA
Netherlands
US$ US$ US$
US$
3,024 1,652 10
552 mn
mn mn
mn

US$ US$
France 594 106
mn mn

Spain US$
US$
US$ 137 137
552 mn mn
mn

Brazil

DEAL TYPES

Outbound

Inbound

© Grant Thornton India LLP. All rights reserved. 14

 “Cross-border deals account for 44%
of the volume and 63% of the value
of M&A deals in 2013.”

US$
47
mn
Austria
US$ US$
153 5
mn Belgium
mn
US$ US$
Italy
US$
China 584 5
34 US$ Middle East mn mn
mn 10 US$ US$
US$
mn 8 54
523 mn
Japan
mn
mn US$
US$
44 78
mn Hong Kong mn
South Korea
Luxembourg US$
482 Malaysia
mn
US$
30
US$ mn
410 US$
mn 73
Africa mn

US$ US$
6,002 Singapore
146
mn mn

Australia

US$
US$
104
mn
82
mn

15
© Grant Thornton India LLP. All rights reserved.
 Grant Thornton Insights
Is M&A a Foolish Strategy?
Not really. It is risky but expecting growth without risk is like tossing a coin and not expecting to loose.

With over 720,000 mergers and acquisitions mediocre hardware and lack of a superior
(M&A) globally over the past 25 years, it is operating system was a major setback. It
disconcerting to see M&A being singled out as the eventually stopped selling smartphones and exited
Satan of corporate strategy simply because it this business completely. Or consider for that
leaves a measurable reference in value for a matter the attempt by JC Penney to modernise its
comparative review to measure success in business by hiring an ex-Apple executive as CEO,
future.So whilst the outcome of any other who unsuccessfully tried to make the department-
corporate strategy takes longer to manifest and store chain more modern by eliminating its popular
can be ambiguous, the result of an acquisition promotions programme.
tends to get scrutinised a lot sooner on the back of
a clear imprint it leaves in the form of an This only drove away customers. During his 18-
acquisition price. month tenure, JC Penney's shares lost half their
value. Consider the success rate of start-ups in
Studies over the past 25 years suggest 60-70% of India — a dismal 25% as against 50% in Silicon
M&As are failures and continue to do so; but Valley. This cannot be interpreted as a hypothesis
global M&A grew from $550 billion in 1990 to $2.2 against entrepreneurship, which has led the India
trillion in 2012. Even in emerging markets like success story from the front in the last decade.
India, M&A has grown from $10 billion in 2000 to
about 600 deals aggregating $42 billion in 2012. If And then you have examples of corporations
the studies on M&A failure rates are viewed taking the fundamental decision to expand
independent of reasons for failure or for that organically, albeit only at the cost of limiting
matter reasons for failure of any corporate opportunities for growth. Emirates Airline's organic
strategy, then the global corporate universe would strategy in Germany is a case in point. It has for
appear foolish keeping inorganic expansion years lobbied hard for landing slots in Berlin, but in
central to its growth strategy. vain. And along came Etihad to pick up a 30%
stake in cash strapped Air Berlin for $350 million
Build vs Buy in loans and fresh capital to get instant access to
In the alacrity of passing flash judgments on the this strategic platform.
effectiveness of an M&A strategy, industry critics
seem to ignore the fact that M&As are the result of It would only be foolish to believe that corporations
an expansion strategy and not the cause. It is a looking to get out of their existing domains or
basic build versus buy decision where choice of comfort zones are foolish to do so as they risk
expansion has already been made. And any failure in uncharted territories. Shareholder value
choice of growth can go bad — be it the choice of is all about growth, and expecting growth without
expanding through diversification, the choice of assuming risk is like tossing a coin without the risk
bringing in new leadership in a running business, of losing.
or the choice of starting a new venture itself.
Getting the Numbers Right
Not many would remember that McDonald's While an acquisition may have a higher risk of
opened two fourstar hotels in Switzerland as part failure than any other expansion strategy, it also
of a major diversification strategy, only to struggle provides a much superior return profile in
with positioning and breakeven. The hotels comparison to an organic build strategy. M&As are
eventually had to be sold to become Park Inn intrinsically risky and predicting the aftermath of
Zurich and Park Inn Lully. any acquisition is impossible. But there are
learnings from the past that can mitigate the risk of
Similarly, Dell ventured into the smartphone failure.
business, only to subsequently realise that its

© Grant Thornton India LLP. All rights reserved. 16

 Grant Thornton Insights
Is M&A a Foolish Strategy?
Not really. It is risky but expecting growth without risk is like tossing a coin and not expecting to loose.

Most M&As fail due to inadequate articulation of

two key enablers of a deal: transaction
management, which is all about paying the right
value, conducting a thorough due diligence and
appointing the right transaction adviser; and
integration management, which is about devising a
detailed integration strategy ahead of the buy
decision to keep the rationale of the acquisition
intact.
Harish HV, Partner
India Leadership Team
The fact of the matter, however, is that any
corporate strategy can go bad despite putting
safeguards against any possible fallout in future.
And so can simple business decisions related to
marketing and research and development.

If there are precedents where shareholder wealth

has been written off as a fallout of ill-planned
M&A, there are more than a handful cases of
history been created through well executed M&A
strategy to deliver immense value to shareholders.
Sumeet Abrol,
IBM, with a market value of $227 billion, has Director , M&A
virtually been created through acquisitions.

It has acquired 187 companies since the year

2000 for about $41 billion. And such is the case
with Cisco, with over 460 acquisitions over the
past 15 years, which increased its sales from $4
billion in 1996 to $46 billion in 2012. And such is
the case with several large giants in diverse
sectors like consumer, media, energy, telecom
and advertising which owe their birth and evolution
to successful M&A initiatives.

And then there is Exxon Mobil. It is what it is today

on the back of a merger between two energy
giants, which clearly didn't happen without the risk
of failure in 1999. The company surpassed Apple
as the world's most valuable company with a
market cap of $385 billion in April 2013. Imagine
convincing the company's management on the
risks associated with a foolish strategy like M&A
on the back of statistics of failed mergers. It's not a
difficult guess who would have the last laugh!

- The Economic Times Magazine

19 May, 2013

© Grant Thornton India LLP. All rights reserved. 17

Our Corporate Finance practice comprises of 100
senior multifaceted specialists with over 400 years of
team experience and providing end-to-end solutions.

Growth Solutions
oriented driven
Mahadevan
Vishesh Chandiok Harish HV Narayanamoni

Dynamic Empowered Competent

Raja Lahiri Siddhartha Nigam

Distinctive Amenable

Dhanraj Bhagat Sridhar V Prashant Mehra

David Panna Darshana Kadakia

Instinctual Resourceful

Ashish
Chhawchharia Vikarth Kumar Girish Menon

Sumeet Abrol Manish Saxena

Proactive

Vibhor Sharma Vrinda Mathur Abhay Anand

© Grant Thornton India LLP. All rights reserved.

 Private Equity
• PE Round Up
• Regional Analysis

© Grant Thornton India LLP. All rights reserved. 19

 Private Equity Round Up
Steady PE deal values and volumes made up for some of the drop seen in corporate
M&A activity during the year

Qatar – Airtel
US$ 1.26 bn
Bain - Genpact 12% of total
Bain - Hero
US$ 1 bn
12 US$ 847.8 mn 500
13% of total 450
9% of total
Quadrangle- 450
Tower Vision 401
10 Fire capital – 373
US$ 300 mn 10.4 400
Fire Arcor Infra 5% of total
US$ 250 mn 350
8 8.8

No. of Deals
7% of total 300
253
US$bn

7.4
6 206 250
6.2
200
4
150
3.4 100
2
50
0 0
2009 2010 2011 2012 2013

US $ bn No. of Deals

Annual Trend – Overall Private Equity Activity

PE and VC investments have shown a rising trend by returns below expectations due to the high
over the past 5 years in terms of volume. Owing to valuations paid in the boom period of 2006-2008
the drop in value and volume in 2012, the start of and relatively few exits as capital markets, which
2013 was slow for PE and VC investments, happens to be the main source for private equity
however the momentum has picked up over the exits, have remained shut. This has not resulted
year. 2014 can be expected to be very interesting in a reduction in the investment by funds as they
for PE and VC investments. continue to invest and grow pointing to the fact
that their outlook continues to remain positive.
The PE industry continues to remain impacted

Average Deal Sizes US$ mn

21 29 29 23 29

2009 2010 2011 2012 2013

*based on average of deals with announced deal values

© Grant Thornton India LLP. All rights reserved. 20

 Private Equity Deal-board
Clearly an emerging trend in increase of buy-out transactions by the large PE
Funds

Top Deals in 2013

Investor Investee Sector US$ mn Stake

Qatar Foundation Endowment Bharti Airtel Ltd Telecom 1,260 5%

KKR Alliance Tire Group Automotive 650 90%

Baring Private Equity Asia Hexaware Technologies Ltd IT & ITeS 400 42%

Blackstone Group, HDFC,

Vrindavan Tech Village Real Estate 367 N.A.
Embassy Group

Partners Group CSS Corp IT & ITeS 270 80%

Baring Private Equity Lafarge India Cement 260 14%

Government of Singapore Banking & Financial

Kotak Mahindra Bank 239 3%
Investment Corporation Services

Naspers, Tiger Global, Accel

Flipkart Online Services IT & ITeS 200 N.A.
Partners, ICONIQ Capital.

Pharma, Healthcare
KKR Gland Pharma Ltd 200 35%
& Biotech

Shriram City Union Finance Banking & Financial

TPG Capital 194 23%
Ltd Services

Top 5 Sectors – US$ Mn

Private equity major KKR & Co acquired a
controlling stake in the Alliance Tire Group (ATG) Sector 2012 2013

from Warburg Pincus for an enterprise valuation of IT & ITeS 2,056 2,053

nearly US$650 million, according to industry

Pharma, Healthcare &
sources. Partners Group invested in CSS Corp for 907 1,438
Biotech
US$270 million. Investment in IT and ITES sector
Real Estate 722 1,321
continued to dominate the PE and VC investment
field while Pharma and Real Estate sectors caught Telecom 15 1,260
up at the second and third place.
Banking & Financial
707 1,106
Services

© Grant Thornton India LLP. All rights reserved. 21

 City Focus – PE/VC Investment
IT & ITeS IT & ITeS
20%
28% 30% Pharma, Healthcare &
Real Estate Biotech
10% Banking & Financial Services
57% Pharma, Healthcare &
Biotech 6%
13% Real Estate
8% 19%
Others 9%
Power & Energy

Others
Pharma, Healthcare &
30% 30% Biotech
Pharma, Healthcare & Banking & Financial
31% 31% Biotech Services
IT & ITeS IT & ITeS
20% 20%
FMCG, Food & Others
Beverages
15%
23% Others
City Volume Value

Delhi 53 2346
City Volume Value

Gurgaon 30 260

City Volume Value

Ahmedabad 13 260 City Volume Value

Kolkata 10 86

City Volume Value

IT & ITeS
20%
Mumbai 106 3174
IT & ITeS 39% Banking & Financial Services
5%
Real Estate
7% Pharma, Healthcare & Biotech
Manufacturing 20%
Others 34% 7%
8% 14% Media, Entertainment & Publishing
13%
Real Estate
33%
City Volume Value Hospitality

City Volume Value Others

Hyderabad 26 630
Pune 15 400

City Volume Value

City Volume Value Chennai 36 785 31% 31%

Bengaluru 97 1813
11% Pharma, Healthcare &
27% Biotech
IT & ITeS IT & ITeS
23% IT & ITeS
Pharma, Healthcare & 17% Education
46% Biotech 31% Pharma, Healthcare &
6% Real Estate Biotech
8% Others
7% Education Banking & Financial
Services
18% 19%
Others
25% FMCG, Food & Beverages

Others
* Charts are based on deal volume (number of deals).
© Grant Thornton India LLP. All rights reserved. 22
© Grant Thornton India LLP. All rights reserved. 23
Agriculture & Agro Products Power &
Agricultural GDP in the 2013-14 agri-
Energy
year (July-June) is likely to grow
between 5.1% and 5.7%, almost three
times higher than last year.
Continuous increase in M&A deal
volumes and values. 30 deals
Continuous decline in M&A deal amounting to US$1.5 bn in 2013.
volumes and values. 8 deals Almost US$0.5bn of PE
amounting to US$84 mn in 2013 investment in the sector in 2013
– largely into renewables.

Distribution companies under

deep financial stress. Bailout
plans underway for several
states

SECTORAL US$1.3bn worth PE investment

into Bharti Airtel by Qatar

SPOTLIGHT Foundation.
100% foreign investment in to the
sector allowed.

Trendspotting for the year 2013 Implementation of National

Telecom Policy 2012.
Legal issues around spectrum
allotment stall decision making
progress

Oil & Gas

Continuing investment in oil
blocks – US$5.6bn of outbound
investment in 2013

ONGC was outbid by the China National Petroleum

Corporation in the US$5bn Kashagan oil field stake deal Telecom

IT&ITES Pharma, Healthcare

and Biotech
US$4bn of M&A deals and US$1.4bn of PE investment – sector
has seen a significant uptrend.
Sustained interest in healthcare delivery model and focus on
165 PE deals worth over US$2bn affordable primary care across India.
Increasing investments in the – Supreme Court rejected plea of Swiss pharma giant Novartis, for
ecommerce space a patent on cancer drug Glivec paving way for Indian generic
firms to offer cheaper alternatives.
Overseas acquisitions by Indian firms Cipla and Dr.Reddy's.

Slight downtrend in M&A values

and volumes. Yet to see 2010-
2011 levels of deal activity in the Domestic firms coming under increased scrutiny of global
sector regulators, post Ranbaxy and Wockhardt norms violation cases.

© Grant Thornton India LLP. All rights reserved. 24

Aviation Infrastructure Media &
Declining trend in M&A
and PE investment in this Entertainment
sector – Shift in PE focus
to real estate over
infrastructure Steady activity in both M&A
Relaxed FDI norms to and PE front over the last 2-3
attract further investment years
in the commercial aviation Goldman Sachs invested
sector US$110 mn in DEN Networks
Fierce competition in 2014
Slowing economic growth
could increase the losses
leading to ad spend cuts
for airline companies

FMCG Cement
2013 witnessed 2 big
ticket PE deals in this
sector with Baring PE
paying US$260mn for
14% stake in Lafarge
and Blackstone paying Downtrend in both M&A
US$ 3.5bn of M&A activity, largely due and PE activity . 2013
US$100mn for 53%
to Unilever's consolidation of Indian saw the lowest levels of
stake in Sree Jayajothi
holdings amounting to US$3bn activity in this sector
cements
Continued interest in the packaged over the last 3 years..
food segment which attracted PE
investment worth US$200mn in 2013.

Nielsen retail measurement data

suggests that India’s FMCG sector in
Education
the first three quarters of 2013
experienced stress, as the FMCG
value growth (vs. the same quarter of
the previous year) dipped to a single-
digit.
Automotive
BFSI US$1.4bn worth of M&A
deals and US$ 0.9bn
worth of PE deals in
US$1.2bn of M&A deals and 43 PE deals worth US$1.1 bn in 2013
2013 – largely in the
auto components space.

The economic slowdown and reduction in the demand from consumers led
to a low growth rate in the sector
The year saw a decline
in commercial and
passenger vehicle sales,
with no significant trend
Real Estate reversal expected in
2014

31 PE deals amounting to US$ 1.3bn , 25 M&A deals

amounting to US$1.4bn in 2013. Blackstone , Red
Fort Capital were among leading investors.

© Grant Thornton India LLP. All rights reserved. 25

 Pharmaceuticals & Healthcare
Abbott Lab –
Primal Healthcare
Primal – Decision
US$ 3720 mn
Fortis – Fortis Resources
52% of total
7000 International US$ 680 mn 60
US$ 665 mn 24% of total Mylan – Agila
57
32% of total US$ 1800 mn
6000 6,245 46% of total 50
Sanofi – Shantha 42
Biotech 44
5000 47
Mahad Narayanamoni US$ 664.9 mn 40
44% of total
Partner, Healthcare and Lifesciences 4000
Advisory 3,952 30
23
Grant Thornton India LLP 3000
2,748 20
2000
2013 has seen a number of significant deal 2,055
announcements in the pharmaceutical sector. 1,497 10
This is in spite of the need for FIPB approval 1000
for FDI in the pharmaceutical industry,
indicating that interest levels from strategic 0 0
and financial players remain as strong as 2009 2010 2011 2012 2013
ever, despite perceived regulatory challenges US $ mn No. of Deals
or hurdles.
Annual Trend – M&A *excluding Internal Restructuring
In terms of M&A, there were clearly some
one-off transactions such as Mylan’s
acquisition of the injectables business from
Strides (Agila) on the inbound side and Torrent’s acquisition of Fund exit from the Company at a substantial return on investment),
Elder’s domestic formulations portfolio on the domestic M&A front. stands out as the most significant PE transaction in the
We would expect to see more domestic M&A in the sector, driven pharmaceutical space. In the healthcare delivery space, Carlyle
by a need to consolidate among small / mid-sized players, FDI acquired a minority stake in Medanta (the Medicity) in what is the
restrictions (and hence quicker to execute a deal with a domestic largest PE deal in that space to date. The medical devices space,
player) and the market-share pressure on Indian players with the which saw a number of deals in 2012, was also reasonably active
MNC pharma companies being very aggressive in the domestic on the deal front in 2013 with investments by TPG Growth in
market place. We also see some of the larger Indian players Sutures India (Rs 145 crores) and by IVFA in Trivitron Healthcare
continuing to make strategic acquisitions overseas. Aurobindo (Rs 150 crores). The common theme across most of the top PE
Pharma has already announced the acquisition of Actavis’ deals in the healthcare and life sciences sector this year has been
operations in several parts of Western Europe (EUR 320 million exit of private equity funds – i.e. secondary deals. Gland, Medanta,
business) in the month of January 2014. Largely, we expect Emcure and Apollo Hospitals all involve the exit of existing private
transactions to be driven by the need to acquire niche product equity funds. This is another trend we expect to continue
portfolios or plug specific geography gaps. witnessing in 2014. A number of pharma and healthcare delivery
businesses raised capital from PE funds between 2005 and 2009,
On the Private Equity front, KKR’s proposed investment into Gland needing to be exited in the next year or two.
Pharma (which will also see Evolvence India Life Sciences

KKR - Gland.
US$ 200 mn
14% of total
1600 80
1,438
Advent- CARE
1400 73 70
US$ 105 mn
1200 12% of total 60

1000 907 50

800 40
38
600 30
23 18
400 15 20
320 261
200 148 10

0 0
2009 2010 2011 2012 2013
US $ mn No. of Deals

Annual Trend – Private Equity

© Grant Thornton India LLP. All rights reserved. 26
 Pharmaceuticals & Healthcare

Top M&A Deals in 2013

Acquirer Target US$ mn Deal Type Stake

Agila Specialties Pvt Ltd

Mylan Inc 1,800 Acquisition 100%
(Strides’s injectable business)

Cipla Ltd Cipla Medpro 512 Acquisition 100%

Pfizer Ltd Wyeth Ltd 367 Merger N.A.

Quality Healthcare Medical

Bupa Care Services Ltd 355 Acquisition 100%
Services

Elder Pharmaceuticals Ltd -

Torrent Pharmaceuticals Ltd 322 Acquisition 100%
Formulations

The Pharma, Healthcare and Biotech sector OctoPlus NV, are highlights in the sector.
witnessed US$4bn of M&A deals and US$1.4bn
Glaxosmithkline is also looking to strengthen its
of PE investment, marking a continuous uptrend
hold on the Indian market my consolidating its
in deal activity.
share in it’s Indian arm. Private equity house
In a time when Indian firms in this sector are fast KKR invested in Gland Pharma, hoping to take it
being taken over by foreign companies, to the second stage of growth in order to expand
overseas acquisitions made by Cipla, Dr. manufacturing capacity. It is the biggest
Reddy’s Laboratories 93% stake acquisition in investment in the sector so far.

Top PE Deals in 2013

Investor Investee Stake US$ mn

KKR Gland Pharma Ltd 35% 200

The Carlyle Group LP Medanta The Medicity 27% 154

Bain Capital, LLC Emcure Pharmaceuticals Limited 13% 105

IFC Fortis Healthcare Ltd N.A. 100

Oppenheimer Funds Apollo Hospitals Enterprise 5% 95

© Grant Thornton India LLP. All rights reserved. 27

 IT & ITES
iGate – Patni Infosys -
Computers Lodestone
US$ 1208 mn US$ 349 mn
19% of total Webhelp - Hero
35% of total
4000.00 US$ 123.20 mn 120
109 9% of total
3500.00 97
102 100
3,496 88
3000.00
80
2500.00 64 Goldyne –
Raja Lahiri DecisionOne
Partner - Transaction Advisory Services 2000.00 US$ 104 mn 60
Tech Mahindra
15% of total
Grant Thornton India LLP 1500.00 - Satyam 1,825
US$ 351 mn 40
1000.00 48% of total 1,249
IT/ITES Sector transactions in 2013
20
was fairly active with focus on 500.00 725 678

VC/PE investments. Investor 0.00 0

2009 2010 2011 2012 2013
interest has remained high on the
US $ mn No. of Deals
e-commerce sector triggered by the
growing internet penetration in India Annual Trend – M&A *excluding Internal Restructuring

and consumer acceptance of transacting over the emerging social, mobility, analytics and cloud
net. computing areas in 2014.
I believe that this space has significant opportunity to
grow and 2013 also witnessed buy-out of Redbus, Private equity buy-outs of mid-sized IT/ITES
which demonstrates interest from overseas strategic assets have clearly emerged as a growing trend
players as well. and we believe that this trend is also expected to
play out going forward.
M&A activity has been moderated in 2013. However,
with the surplus cash available with the larger
IT/ITES players, we could see increased outbound
deal action in the markets like Europe in the

Baring PE -
Bain - Genpact Hexaware
US$ 1000 mn US$ 400 mn
2500 47% of total 19% of total 180
Apax Partners - 165
141
160
iGate
2000 US$ 480 mn 140
2,053
34% of total 2,056
Goldman Sachs – 120
1500 Tikona Digital 100
US$ 106 mn
100
1,408
27% of total 80
1000
60
41
36
500 40

398 20
215
0 0
2009 2010 2011 2012 2013
US $ mn No. of Deals
Annual Trend – Private Equity
© Grant Thornton India LLP. All rights reserved. 28
 IT & ITES

Top M&A Deals in 2013

Acquirer Target US$ mn Deal Type Stake

Opus Capital Market
Wipro Ltd. 75 Acquisition 100%
Consultants LLC

Tata Consultancy Services Ltd Alti SA 96 Acquisition 100%

Pilani Soft Labs Pvt Ltd-

Naspers 100 Acquisition 100%
redBus

Endurance International Group Directi Web Technology Pvt

110 Acquisition 100%
Inc Ltd

HEROtsc subsidiary of Hero

Webhelp S.A. 123 Acquisition 100%
Group

Worth over US$ 270 bn, the IT industry’s growth It is interesting to note that E-commerce is a fast
curve continues to look upward and is expected growing sub-sector in the industry with 165 PE
to gain further momentum in 2014. Indian deals worth over US$2bn. Moreover, these
companies have realised the worth of deals are targeted at generating a specific value
strategizing by increasing overseas acquisitions rather than just being generic acquisitions. It is
as seen through the Wipro – Opus and also interesting to see the high valuations at
Tata Alti deal. which ecommerce deals are taking place.

Top PE Deals in 2013

Investor Investee Stake US$ mn

Baring Private Equity Asia Hexaware Technologies Ltd 42% 400

Partners Group CSS Corp 80% 270

Naspers, Tiger Global, Accel Partners,

Flipkart Online Services N.A. 200
ICONIQ Capital.

Sofina, Morgan Stanley, Dragoneer

Flipkart Online Services N.A. 160
Investment, Vulcan Capital, Tiger Global

Baring Private Equity Hexaware Technologies Ltd 20 % 132

© Grant Thornton India LLP. All rights reserved. 29

 Retail and Consumer
Godrej – PT India Hospitality –
Megasari Mamsur Adelie Food
US$ 255 mn US$ 350 mn
26% of total 32% of total
1200 50
Primacy Industry
Hassad Foods – 45
47 – Midwest CBK 1099
1000 Bush Foods
US$ 200 mn 40
US$ 100 mn
971 45% of total
52% of total 35
800
26 30
32
26
600 25
19
20
400 449 15
10
200
193 5
48
0 0
2009 2010 2011 2012 2013
US $ mn No. of Deals

Annual Trend – M&A *excluding Internal Restructuring

India is one of the largest economies in terms of worth of deals. The general trend in this sector is
purchasing power. Hence the consumer industry is that of consolidation. Multinationals are looking to
one with huge scope. Owing to Unilever’s US$ 3bn hike their stake in their Indian subsidiaries. Hassan
deal, India witnessed US$ 3.5bn of M&A activity in Food Co. acquired majority stake in Bush Foods
2013. Continued interest in the packaged Overseas Pvt Ltd for US$ 100mn which was the
food segment attracted PE investment worth top deal in the sector. Warburg’s investment of
US$200mn in 2013. Apart from the Unilever deal, US$ 56 mn in Biba Apparels Pvt Ltd was the
which is considered as a Internal restructuring biggest PE investment in the sector.
deal, the sector recorded US$ 384 mn
Warburg Pincus
- Biba
Temasek - Godrej US$ 56.5mn
US$ 137mn 13% of total
500 KKR –Coffee Day.
30
35% of total
450 US$ 75mn Sequoia- Prakash
26
23% of total Snacks 443 25
400
US$ 30mn
395
350 20% of total
17
20
300 329
ICICI Ventures – 19
250 Home Solutions 15
200 US$ 33mn
41% of total 10
150 9
6 154
100
5
50 76

0 0
2009 2010 2011 2012 2013
US $ mn No. of Deals

Annual Trend – Private Equity

© Grant Thornton India LLP. All rights reserved. 30
 Grant Thornton Insights
Regulatory Landscape and Auto Sector Trends

Agriculture Sector Update

Sridhar V
Partner and Practice Leader, Transaction Advisory
Services
Grant Thornton India LLP

Some of the regulatory changes arising out of the

Dhanraj Bhagat
New Companies Act like mandating registered
Partner, Transaction Advisory Services
value for further issue of share capital, acquisition Grant Thornton India LLP
of minority holding, mergers; no court or tribunal
Agriculture has shown improved performance in
approval for merger of small companies, will lead FY 2014 with growth expected to more than
to more transparency and a much double than that in the previous year. This is
stronger regulated environment facilitating more encouraging as this sector plays a key role in the
overall economy employing more than half the
transactions in PE investments or M&A. With the
labour force in the country. The performance of
hope of a stable government in 2014 and with
this sector is also of particular importance with
more clarity on industrial policies one can expect the passage of the Food Security Act and the on
a upward tick in the momentum of deals both going NREGA scheme.
inbound and outbound in the automotive and
There is a lot of interest generated in this sector
industrial engineering segment and PEs are actively pursuing investments in sub
sectors like seeds, agri inputs, agri infrastructure
and agri machinery. In the coming year the agri
infrastructure sector which includes warehouses,
cold chains and other related services will present
good business opportunity and attract
investments from large players as well as private
equity investors.

The sector faces challenges of being largely

unorganised and being serviced by small
businesses spread across the country. However
with investor interest picking up and substantial
capital required to make the existing players more
efficient, we could see consolidation happening in
few of the sub sectors.

© Grant Thornton India LLP. All rights reserved. 31

 Grant Thornton Insights
Consumer & Retail Sector Update

Siddhartha Nigam Education Sector Update

Partner, Lead Advisory
Grant Thornton India LLP

Driven by domestic consumption and regulatory

reform, there is continued interest of both
Strategics and Financial Investors leading to a
secular and robust deal trend in the Consumer
and Retail sector. Domestic consolidation, growth
private equity investment and investment in listed
space have all featured and this sector continues Prashant Mehra
to occupy the centre stage of deal street as one Partner, Transaction Advisory Services
part on Indian Economy that continues to shine. Grant Thornton India LLP
The stage is set for larger buy-out and domestic
consolidation in the sector Inspite of being a primary sector in the
development of the economy, this sector has not
witnessed any significant pull from the Investors.
With investments in 2013 falling to less than 25%
of 2011 levels, the only movement that can
transpire in this sector is possibly upwards.
Convergence of enduring capital, inventive,
scalable and asset light business models, skilled
human talent and proprietary technology, will
perhaps help the interest in this sector bounce
back once again.

© Grant Thornton India LLP. All rights reserved. 32

 From identifying the right strategic fit to structuring and closing the
deal, we can support you in all aspects of your transaction to
maximise value.

© Grant Thornton India LLP. All rights reserved. 33

About Grant Thornton
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 Grant Thornton India LLP is registered with limited
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