Law Relating To Mergers and Acquisitions Assignment I: Topic: Merger of Icici Bank With Bank of Rajasthan
Law Relating To Mergers and Acquisitions Assignment I: Topic: Merger of Icici Bank With Bank of Rajasthan
Law Relating To Mergers and Acquisitions Assignment I: Topic: Merger of Icici Bank With Bank of Rajasthan
ASSIGNMENT I
TOPIC: MERGER OF ICICI BANK WITH BANK OF
RAJASTHAN
I. INTRODUCTION
……………………………………………………………………….3
II. CONCEPT OF MERGERS ………………………………………………………………
3
III. BENEFITS OF MERGER AND
ACQUISITION………………………………………..3
………………………………………….8
II. BACKGROUND OF THE DEAL - REGULATORY ISSUES
…………………………………...9
III. PRE-MERGER STRATEGIES
…………………………………………………………….10
IV. AMALGAMATION OF THE BANK OF RAJASTHAN
……………………………………….11
V. TYPE OF ACQUISITION
………………………………………………………………...12
VI. PROCESS OF ACQUISITION
…………………………………………………………….12
VII. MERGER BENEFITS FOR ICICI
………………………………………………………….12
VIII. BIBLIOGRAPHY………………………………………………………………………13
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INTRODUCTION
In the recent past, mergers and acquisitions are on a steady rise in the financial sector caused
by regulatory interventions of the State and also due to business environmental reasons.
Synergies arising from geographical diversification, increased efficiency, cost savings and
economies of scale are the motivation drivers behind mergers across the world. M&As have
become a major strategic tool for achieving the same and it is imperative to avoid the
possibilities of small banks from becoming the target of huge foreign banks which are
expected to come to India. Based on the motives, merger deals are grouped into 3 categories
viz, Voluntary Merger, Compulsory Merger and Universal Banking Model. The merger of
ICICI Bank - Bank of Rajasthan is the seventh voluntary merger.
This deal also got lots of attention because of poor corporate governance of the target bank
and cancellation of Extra Ordinary General Meeting (EGM) by the Calcutta District Civil
Court. In this case, an attempt has been made to analyse the impact of strategic features of the
banks on post-merger performance
CONCEPT OF MERGERS
The concept of mergers and acquisitions is very much popular in the current scenario. The
winds of Liberalization, Privatization and Globalization (LPG) are blowing over all the
sectors of the economy but its maximum impact is seen in the industrial sector. It caused the
market to become hyper-competitive, to avoid unhealthy competition and to face
international and multinational companies.
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Merger is defined as combination of two or more companies into a single company where
one survives and the other lose their corporate existence. The survivor acquires the assets as
well as liabilities of the merged company or companies.
According to the Oxford Dictionary the expression merger or amalgamation means
“Combining of two commercial companies into one” and “Merging of two or more business
concerns into one” respectively. A merger is just one type of acquisition. One company can
acquire another in several other ways including purchasing some or all of the company’s
assets or buying up its outstanding share of stock.
BENEFITS OF MERGER AND ACQUISITION
Banks: The fruits of Merger and Acquisitions for banks are reducing unhealthy competition
amongst banks, sound financial position, huge business, large assets, benefits of core banking
solutions, networking and technological advancements at low cost, low cost of maintenance
and human resource management, large profits, larger customer coverage. Moreover,
recapitalization of weaker banks in the lights of Basel – II Norms.
Customers: Customers are also benefited by better and faster services, competitive pricing of
all products and services, increased number of branches, improved and upgraded technology,
etc.
1. The procedure for merger either voluntary or otherwise is outlined in the respective
state statutes/ the Banking regulation Act. The Registrars, being the authorities vested
with the responsibility of administering the Acts, will be ensuring that the due process
prescribed in the Statutes has been complied with before they seek the approval of the
RBI. They would also be ensuring compliance with the statutory procedures for
notifying the amalgamation after obtaining the sanction of the RBI.
2. Before deciding on the merger, the authorized officials of the acquiring bank and the
merging bank sit together and discuss the procedural modalities and financial terms.
After the conclusion of the discussions, a scheme is prepared incorporating therein the
all the details of both the banks and the area terms and conditions. Once the scheme is
finalized, it is tabled in the meeting of Board of directors of respective banks. The
board discusses the scheme threadbare and accords its approval if the proposal is
found to be financially viable and beneficial in long run.
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3. After the Board approval of the merger proposal, an extra ordinary general meeting of
the shareholders of the respective banks is convened to discuss the proposal and seek
their approval.
4. After the board approval of the merger proposal, a registered valuer is appointed to
valuate both the banks. The valuer valuates the banks on the basis of its share capital,
market capital, assets and liabilities, its reach and anticipated growth and sends its
report to the respective banks.
5. Once the valuation is accepted by the respective banks, they send the proposal along
with all relevant documents such as Board approval, shareholder’s approval, valuation
report etc. to Reserve Bank of India and other regulatory bodies such Security &
exchange board of India (SEBI) for their approval.
6. After obtaining approvals from all concerned institutions, authorized officials of both
the banks sit together and discuss and finalize share allocation proportion by the
acquiring bank to the shareholders of the merging ank (SWAP ratio).
7. After completion of the above procedures, a merger snf acquisition agreement is
signed by the banks.
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BANK MERGER/AMALGAMATION UNDER VARIOUS ACTS
The relevant provisions regarding merger, amalgamation and acquisition of banks under
various acts are discussed in brief as under:
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reserve bank in consultation with the central government in the case of banks, which are
weak, unsound or improperly managed. Under the provisions, RBI can apply to the central
government for suspension of business by a banking company and prepare a scheme of
reconstitution or amalgamation in order to safeguard the interests of the depositors.
Under compulsory amalgamation, reserve bank has the power to amalgamate a banking
company with any other banking company, nationalized bank, SBI and subsidiary of SBI.
Whereas under voluntary amalgamation, a banking company can be amalgamated with
banking company can be amalgamated with another banking company only. Meaning
thereby, a banking company can not be merged with a nationalized bank or any other
financial entity.
COMPANIES ACT
Section 394 of the companies act, 1956 is the main section that deals with the reconstruction
and amalgamation of the companies. Under section 44A of the banking Regulation Act, 1949
two banking companies can be amalgamated voluntarily. In case of an amalgamated of any
company such as a non banking finance company with a banking company, the merger would
be covered under the provisions of section 394 of the companies act and such schemes can be
approved by the high courts and such cases do not require specific approval of the RBI.
Under section 396 of the act, central government may amalgamate two or more companies in
public interest.
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It is not clear whether under the provisions of section 35, SBI can acquire a corresponding
new bank or a RRB or its own subsidiary for that matter. Such a power mat have to be
presumed by interpreting the definition of banking institution in widest possible terms to
include any person doing business of banking. It can also be argued that if State Bank of
India is given a power to acquire the business of any individual doing banking business it
should be permissible to acquire any corporate doing banking business subject to compliance
with law which is applicable to such corporate. But in our view, it is not advisable to rely on
such interpretations in the matter of acquisition of business of banking being conducted by
any company or other corporate. Any such acquisition affects right to property and rights of
many other stakeholders in the organization to be acquired. The powers for acquisition are
therefore required to be very clearly and specifically provided by statue so that any possibility
of challenge to the action of acquisition by any stakeholder are minimized and such
stakeholders are aware of their rights by virtue of clear statutory provisions.
Nationalised banks may be amalgamated with any other nationalized bank or with another
banking institution. i.e. banking company or SBI or a subsidiary. A nationalized bank can not
be amalgamated with NBFC.
Under the provisions of section 9 it is permissible for the central government to merge a
corresponding new bank with a banking company or vice versa. If a corresponding new bank
becomes a transferor bank and is merged with a banking company being the transferee bank,
a question arises as to the applicability of the provisions of the companies act in respect to the
merger. The provisions of sec. 9 do not specifically exclude the applicability of the
companies act to any scheme of amalgamation of a company. Further section 394(4) (b) of
the companies act provides that a transferee company does not include any company other
than company within the meaning of companies act. But a transferor company includes any
body corporate whether the company is within the meaning of companies act or not. The
effect of this provision is that provision contained in the companies act relating to
amalgamation and mergers apply in cases where any corporation is to be merged with a
company. Therefore if under section 9(2)(c) of nationalization act a corresponding new bank
is to merged with a banking company( transferee company), it will be necessary to comply
with the provisions of the companies act. It will be necessary that shareholder of the
transferee banking company ¾ the in value present and voting should approve the scheme of
amalgamation. Section 44A of the Banking Regulation Act which empowers RBI to approve
amalgamation of any two banking companies requires approval of shareholders of each
company 2/3rd in value. But since section44A does not apply if a Banking company is to be
merged with a corresponding new bank, approval of 3/4th in value of shareholders will apply
to such merger in compliance with the companies act.
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Industrial Credit and Investment Corporation of India (ICICI) is the second largest bank in
India and the biggest in the private sector. It started its operations in 1994 as a new generation
private sector bank. ICICI Bank is the first Indian bank to be listed on the New York Stock
Exchange with US GAAP accounting and has a worldwide presence including in the UK and
Canada.
ICICI BANK is India‟s second largest bank with total assets of Rs.3,634.00 billion (US$81
billion) at March 31,2010 and profit after tax Rs. 40.25 billion (US$ 896 million) for the year
ended March 31,2010.
The Banks has a network of 2035 branches and about 5,518 ATMs in India and presence in
18 countries. ICICI Bank offers a wide range of banking products and financial services to
corporate and retail customers through a variety of delivery channels and through its
specialized subsidiaries in the areas of investment banking, life and non-life insurances,
venture capital and asset management
Merger experience: The bank has been using mergers as a strategy to expand their
geographical coverage, increase customer base and to meet regulatory requirements since the
year 2000. The present merger with BoR is the 4th acquisition of ICICI Bank. The other deals
are:
Focus: ICICI Bank aims at long-term wealth creation through ‘Cs’ strategy of Current
Account Savings Account (CASA) growth, cost control, credit quality and capital
preservation.
Size and distribution reach: The number of branches and ATM counters were 1,709 and
5219 respectively at the end of fiscal 2010. The Bank has a total business of 3,832,222
million as of 31.03.2010 and has 37,000 employees with a business per branch of 304 crore.
BANK OF RAJASTHAN
Bank of Rajasthan is an old private sector bank which has a strong presence in the northern
part of India with registered office at Udaipur, Rajasthan. It started its operation in the year
1943.
Branch network: At March 31,2009, Bank of Rajasthan had 463 Branches out of which 280
were in Rajasthan with 4000 employees and 111 ATMs. Mewar Aanchalik Gramin Bank
(MAGB) which was established in 1983 under the RRB Act, 1976.
Asset base: The Bank’s asset base and number of customers stands at 173000 million and 3
million respectively as on 31st March 2010. Total assets of Rs. 172.24 billion, deposits of
Rs.151.87 billion and advances of Rs. 77.81 billion. It made a net profit of Rs. 1.18 billion in
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the year ended March 31,2009 and a net loss rs.0.10 billion in the nine months ended
December 31,2009.
Business: The total business amounted to 233,918 million and the business per branch is 47
crore.
Efficiency: BoR reported a net loss of 102.13 crore in 2009-10 against a profit of 117.71
crore in the previous financial year.
The promoters of the Bank of Rajasthan (BoR) have been under huge pressure from
regulatory authorities to restructure the Bank for a variety of problems from 2009 onwards.
BoR, controlled by Tayal Group, had been asked by the RBI (Reserve Bank of India) to
lessen their shareholding to below 10% from 28%. According to SEBI, the promoter’s
shareholding in the old private sector bank accounted to 55%. On February 26, 2010, the RBI
levied a penalty of 25 lakhs for a series of violations including irregular property deals,
actions against money laundering norms, deletion of corporate records from the information
systems, irregularities in the accounts of corporate groups, extension of repayment period
over permissible limits on intra-day overdraft, lack of enough credit committees and poor
corporate governance. Further, the RBI appointed a new CEO and nominated 5 directors for
the Bank. Following this, SEBI banned 100 entities holding BoR Shares for the sake of their
promoters from stock market activities. The RBI then asked the BoR to perform an audit of
‘internal delegation of sanctioning powers followed by the banks’ and the provisioning
procedure of bad debts. Due to a series of actions from the regulators, the Tayal family
decided to merge the bank with ICICI Bank, the second largest bank in India which was
looking for a target to increase their customer base and geographical reach in northern India.
In the probability of RBI favoring the decision, ICICI Bank will get the control of 83
branches of Mewar Aanchalik Gramin Bank (MAGB), a regional rural bank sponsored by the
BoR.
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RBI imposed penalty of 25 lakhs on BoR because February 26,2010
of serious violations
SEBI banned 100 entities allegedly holding BoR March 8,2010
shares
RBI ordered special audit March 9,2010
BoR cancels EGM on Calcutta Civil Court order June 20, 2010
PRE-MERGER STRATEGIES
Prior to merger, ICICI Bank has been focusing its attention on positioning its balance sheet
for growth and focusing on the 4Cs: CASA, Costs, Credit, Quality and Capital. The overall
aim has been to- Defend market leadership through consolidation, Improve presence in
Northern India to become a truly pan-Indian bank, Improve top-line through increased
customer acquisition, Reduce non-performing assets from the current levels of 5.06%, and
Improve Asset-Liability Management. Also, ICICI Bank followed a strategy of ‘Product-
focus’ prior to merger. In terms of composition of advances, ICICI was focused on retail
finance, services, petroleum, infrastructure, iron & steel.
Unlike ICICI Bank, that had a balanced mix of internal and external business focus, BoR
largely focused on its internal troubles in the year prior to merger and had strategies aligned
to the same as well. The strategy of BoR has been to- improve Corporate Governance, Cut
down the high credit costs and employee costs to improve the bottom line, Improve the CAR
to regulatory minimum, and Improve branch presence. In terms of composition of advances,
BoR had a strong focus on infrastructure and metals & mining. BoR also had a strong
presence in SMEs by virtue of the location advantage of its branches and strong link-up with
RRBs, especially in the sectors of textiles, pharmaceuticals and chemical, and gems &
jewellery.
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AMALGAMATION OF THE BANK OF RAJASTHAN
On May 23, 2010, the Board of Directors of ICICI Bank and the Board of Directors of
The Bank of Rajasthan Limited (BoR), an old private sector bank, at their respective
meetings approved an all-stock amalgamation of Bank of Rajasthan with ICICI Bank at a
share exchange ratio of 25 shares of ICICI Bank for 118 shares (1:4.72) of Bank of
Rajasthan. Deal envisages one ICICI Bank share for every 4.72 of BoR’s.
The shareholders of ICICI Bank and Bank of Rajasthan approved the scheme of
amalgamation at their respective extra-ordinary general meetings. RBI approved the
scheme of amalgamation with effect from close of business on August 12, 2010.
Following the sanctioning of the scheme of amalgamation of Bank of Rajasthan with
ICICI Bank, all branches of BoR started functioning as branches of ICICI Bank with
effect from August 13, 2010.
Deal Structure
The amalgamation of Bank of Rajasthan by ICICI was a no-cash deal. The deal was
valued at ₹30.41 billion. Each share of BoR was valued at ₹189/- giving a premium of
around ₹90 per share. On price per branch basis, ICICI paid ₹65.7 million per branch.
ICICI offered the smaller bank’s controlling shareholders 25 shares in ICICI for 118
shares of Bank of Rajasthan.
The deal, which would give ICICI a sizeable presence in the northwestern desert state of
Rajasthan, valued the small bank at about 2.9 times its book value, compared with an
Indian banking sector average of 1.84. Bank of Rajasthan had a network of 463 branches
and a loan book of 77.81 billion rupees.
TYPE OF ACQUISITION
This is a horizontal Acquisition in related functional area in same industry (banking) in order
to acquire assets of a non-performing company and turn it around by better management;
achieving inorganic growth for self by access to 3 million customers of BoR and 463
branches.
PROCESS OF ACQUISITION
Haribhakti & Co. was appointed jointly by both the banks to assess the valuation.
Swap ratio of 25:118(25 shares of ICICI for 118 for Bank of Rajasthan) i.e. one ICICI
Bank share for 4.72 BoR shares.
Post – Acquisition, ICICI Bank‟s Branch network would go up to 2,463 from 2000
The NPAs record for Bank of Rajasthan is better than ICICI Bank. For the quarter
ended Dec 09, Bank of Rajasthan recorded 1.05 % of advances as NPA‟s which is far
better than 2.1% recorded by ICICI Bank.
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The deal, entered into after the due diligence by Deloitte, was found satisfactory in
maintenance of accounts and no carry of bad loans.
MERGER BENEFITS FOR ICICI
BIBLIOGRAPHY
1. Kuriakose, Sony and Raju, M. S. Senam and Gireesh Kumar, G. S., ICICI Bank-Bank
of Rajasthan Merger: An Analysis of Strategic Features and Valuation (July 20,
2012). International Journal of Marketing, Financial Services and Management
Research, July-September 2012. Available at
SSRN: https://ssrn.com/abstract=2114332
2. Dr. S. K. Sharma, 2012. "Merger of Bank of Rajasthan (BOR) with ICICI Bank - An
Evaluation," Journal of Commerce and Trade, Society for Advanced Management
Studies, vol. 7(1), pages 96-101, April.
3. Shafia Ahmad, mergers and acquisitions in indian banking sector | Mergers And
Acquisitions | Banks Scribd (2019), https://www.scribd.com/doc/52893843/mergers-
and-acquisitions-in-indian-banking-sector (last visited Jul 31, 2019).
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4. Pre Merger and Post merger position of ICICI Bank | Mergers And Acquisitions |
Expense, Scribd (2019), https://www.scribd.com/document/176485672/Pre-Merger-
and-Post-merger-position-of-ICICI-Bank. (last visited Jul 31, 2019).
5. RBI approves merger of BOR with ICICI, The Economic Times (2019),
https://economictimes.indiatimes.com/industry/banking/finance/banking/rbi-
approves-merger-of-bor-with-icici/articleshow/6300791.cms?from=mdr (last visited
Jul 31, 2019).
6. BS Reporter, Bank of Rajasthan to merge with ICICI Bank Business-standard.com
(2019), https://www.business-standard.com/article/finance/bank-of-rajasthan-to-
merge-with-icici-bank-110051900028_1.html (last visited Jul 31, 2019).
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