Roll No. 19P0310314
Roll No. 19P0310314
Roll No. 19P0310314
Masters of Commerce
Part II
4 Chapter 4 Conclusion 24
5 Bibliography 25
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CHAPTER 1
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I. INTRODUCTION
Merger
Definition: A merger is the combination of two companies into one by either closing the old
entities into one new entity or by one company absorbing the other. In other words, two or more
companies are consolidated into one company.
Types of Mergers
There are various types of mergers, depending on the goal of the companies involved. Below are
some of the most common types of mergers.
Conglomerate
This is a merger between two or more companies engaged in unrelated business activities. The
firms may operate in different industries or in different geographical regions. A
pure conglomerate involves two firms that have nothing in common. A mixed conglomerate, on
the other hand, takes place between organizations that, while operating in unrelated business
activities, are actually trying to gain product or market extensions through the merger.
Companies with no overlapping factors will only merge if it makes sense from a shareholder
wealth perspective, that is, if the companies can create synergy, which includes enhancing value,
performance, and cost savings. A conglomerate merger was formed when The Walt Disney
Company merged with the American Broadcasting Company (ABC) in 1995.
Congeneric
A congeneric merger is also known as a Product Extension merger. In this type, it is a combining
of two or more companies that operate in the same market or sector with overlapping factors,
such as technology, marketing, production processes, and research and development (R&D). A
product extension merger is achieved when a new product line from one company is added to an
existing product line of the other company. When two companies become one under a product
extension, they are able to gain access to a larger group of consumers and, thus, a larger market
share. An example of a congeneric merger is Citigroup's 1998 union with Travelers Insurance,
two companies with complementing products.
Market Extension
This type of merger occurs between companies that sell the same products but compete in
different markets. Companies that engage in a market extension merger seek to gain access to a
bigger market and, thus, a bigger client base. To extend their markets, Eagle Bancshares and
RBC Centura merged in 2002.
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Horizontal
A horizontal merger occurs between companies operating in the same industry. The merger is
typically part of consolidation between two or more competitors offering the same products or
services. Such mergers are common in industries with fewer firms, and the goal is to create a
larger business with greater market share and economies of scale since competition among fewer
companies tends to be higher. The 1998 merger of Daimler-Benz and Chrysler is considered a
horizontal merger.
Vertical
When two companies that produce parts or services for a product merger, the union is referred to
as a vertical merger. A vertical merger occurs when two companies operating at different levels
within the same industry's supply chain combine their operations. Such mergers are done to
increase synergies achieved through the cost reduction, which results from merging with one or
more supply companies. One of the most well-known examples of a vertical merger took place in
2000 when internet provider America Online (AOL) combined with media conglomerate Time
Warner.
Amalgamation
Amalgamation is a type of merger process in which two or more companies combine their
businesses to form an entirely new entity/company. Amalgamation is an appropriate arrangement
wherein two or more companies operate in the same business; thus, Amalgamation helps in
reduction in operational cost due to operational synergy.
Types of Amalgamation
In this type of amalgamation, not only is the pooling of assets and liabilities is done but also of
the shareholders’ interests and the businesses of these companies. In other words, all assets and
liabilities of the transferor company become that of the transfer company. In this case, the
business of the transfer or company is intended to be carried on after the amalgamation. There
are no adjustments intended to be made to the book values. The other conditions that need to be
fulfilled include that the shareholders of the vendor company holding atleast 90% face value of
equity shares become the shareholders’ of the vendee company.
This method is considered when the conditions for the amalgamation in the nature of merger are
not satisfied. Through this method, one company is acquired by another, and thereby the
shareholders’ of the company which is acquired normally do not continue to have proportionate
share in the equity of the combined company or the business of the company which is acquired is
generally not intended to be continued.
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If the purchase consideration exceeds the net assets value then the excess amount is recorded as
the goodwill, while if it is less than the net assets value it is recorded as the capital reserves.
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Ranbaxy and Sun Pharma: A Mega Indian Merger
The boards of India’s two leading pharmaceutical companies, Sun Pharmaceuticals and
Ranbaxy Laboratories, announced their merger in April 2014. In what is touted to be one of the
biggest M&A deals in the Indian market, estimated at US$4 billion, Sun Pharmaceuticals will
acquire all outstanding shares of Ranbaxy in an all-stock transaction. The shareholders of
Ranbaxy will receive 0.8 shares of Sun Pharma for each Ranbaxy share. While at the time of the
announcement the deal was expected to close by December 2014, delays in regulatory approvals
pushed it to the next year. (For a better understanding of the process behind a merger.
Both Ranbaxy and Sun Pharma are established names in the pharma industry worldwide and
have operations in a number of countries. They also complement each other in their areas of
expertise and efficiency, both functionally and geographically. While Sun Pharma is a major
global specialty pharmaceutical company with expertise in complex and niche therapy areas and
a proven record of turning around its acquisitions, Ranbaxy has a strong global footprint and
presence in the generics segment. According to Sun Pharma’s annual report of 2013-14, the pro-
forma revenues of the merged entity are estimated at US$ 4.2 billion for the CY (calendar year)
2013. The transaction will also make Sun Pharma the fifth-largest pharmaceutical company
globally in terms of revenues, with operations in over 55 markets and 40 manufacturing facilities
worldwide.
Although the company met its sales targets for the latest financial year, it has been incurring
a net loss and suffering a decline in net worth since 2011, which can be attributed to a few key
circumstances.. These include the settlement amount of US$ 515 million paid to the US
Department of Justice (DOJ) in May 2013 after civil and criminal charges were brought against
it for misrepresentation of data and irregularities found in two of its facilities in India, diminution
in the value of its investments and a loss on foreign currency option derivatives. Thus, the
merger of the company with Sun Pharma comes at a crucial time when Ranbaxy is struggling to
improve its financial position. (For related reading, see: Evaluating Pharmaceutical Companies.)
Regulatory Approvals
By August 2014, Sun Pharma and Ranbaxy had obtained clearances from both the stock
exchanges in India (NSE and BSE) as well as from anti-competition authorities in all
applicable markets except India and the U.S. (For more information on India's stock
exchanges, see: An Introduction To The Indian Stock Market.)
The CCI (Competition Commission of India) approved the acquisition of Ranbaxy by
Sun Pharma on December 5, 2014 on the precondition that seven brands, constituting less
than 1% of total revenues of the combined entity in India, be divested in order to prevent
the merger from negatively impacting competition in the domestic market.
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On February 2, 2015, both companies announced that the U.S. FTC (Federal Trade
Commission) had granted early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 (HSR Act) on the precondition that Sun
Pharma and Ranbaxy divest Ranbaxy’s interests in generic minocycline tablets and
capsules to an external third party. As per the proposed settlement, Ranbaxy’s generic
minocycline assets will be sold to Torrent Pharmaceuticals, which markets generic drugs
in the U.S. (To learn more about the U.S. FTC, see: History Of The U.S. Federal Trade
Commission.)
As of February 22, 2015, the companies were awaiting approval of the High Court of
Punjab and Haryana, India. Both Sun Pharma and Ranbaxy will also have to meet the
pre-conditions set forth by the CCI and U.S. FTC for the merger to be closed.
The new entity will be the world’s fifth largest specialty-generic pharma company with
sales of US$ 4.2 billion on a pro-forma basis for CY 2013. The entity will have a
presence in 55 countries and be supported by 40 manufacturing facilities worldwide, with
a highly complementary portfolio of products for both acute and chronic treatments.
In the U.S., the merged entity will be No.1 in the generic dermatology market and No. 3
in the branded dermatology market. It will also become the largest Indian pharma
company operating in the U.S.
The pro-forma U.S. revenues of the merged entity for CY 2013 are estimated at US$ 2.2
billion and the entity will have a strong potential in developing complex products through
a broad portfolio of 184 ANDAs (Abbreviated New Drug Application) awaiting
US FDA approval, including many High-value FTF (First to File) opportunities.
The merger will make Sun Pharma the largest pharma company in India with pro-
forma revenues of US$ 1.1 billion for CY 2013 and over 9% market share. The
acquisition will also enable Sun Pharma to enhance its edge in acute care, hospitals
and OTC businesses with 31 brands among India’s top 300 brands and a
better distribution network.
The merger will also improve Sun Pharma’s global footprint in emerging pharma markets
like Russia, Romania, Brazil, Malaysia and South Africa, offering opportunities
for cross-selling and better brand-building. The merged entity will have combined pro-
forma revenues of US$ 0.9 billion for CY 2013 in emerging pharma markets.
Pro-forma EBITDA of the merged entity for CY 2013 is estimated at US$ 1.2 billion.
Synergy benefits of US$ 250 million are expected to be realized by the third year
following the closure of the deal, driven by a combination of
revenue, procurement and supply chain efficiencies and other cost synergies.
Post-deal closure, Daiichi Sankyo (the majority shareholder of Ranbaxy) will become the
second largest shareholder of Sun Pharma with a 9% stake.
Daiichi Sankyo has also agreed to indemnify the merged entity for costs and
expenses incurred in Ranbaxy’s recent settlement with the US Department of Justice in
regards to its Toansa facility in India.
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The Bottom Line
In one of the biggest M&A transactions in India and the pharma industry worldwide, Sun
Pharma announced the acquisition of Ranbaxy Laboratories in April 2014 in an all-stock
transaction valued at US$ 4 billion. Ranbaxy shareholders will receive 0.8 of a share of Sun
Pharma for each Ranbaxy share. Daiichi Sankyo, the largest shareholder of Ranbaxy, will
become the second largest shareholder of the merged entity with a 9% stake and the right to
nominate one board member. The merger will create the world’s fifth largest specialty-generic
pharmaceutical company and the largest player in the Indian pharma market. The pro-
forma revenues of the merged entity for CY 2013 are estimated at US$ 4.2 billion, with 47%
contribution coming from the U.S., 22% from India, and about 31% from the rest of the world
and other businesses.
Although Sun Pharma has a robust track record of turning around its acquisitions, as highlighted
by its acquisitions of Taro, DUSA and URL in the last decade, this one is by far the biggest and
hence the most challenging, especially given the poor financial performance of Ranbaxy in
recent years. Nevertheless, the company is hoping to generate synergy benefits of US$ 250
million by the third year after the closure of the deal. These benefits will mostly come from
increased revenue, heightened procurement and supply chain efficiencies and other cost
synergies. Most of the regulatory approvals, including those from the stock exchanges in India,
CCI and the U.S. FTC, have been received with certain preconditions. The deal is estimated to
close by early 2015 once it is approved by two courts in India and meets the preconditions set by
the CCI and the U.S. FTC.
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AMALGAMATION BETWEEN KOTAK MAHINDRA BANK AND ING
VYSYA BANK
Shareholders have approved merger of Kotak Mahindra Bank and ING Vysya Bank with a share
“The amalgamation was approved by 99.30 percent in number representing 99.93 percent in
value of the shareholders present. The merger is subject to the approval of Reserve Bank of India
(RBI), Competition Commission of India (CCI) and such other approvals as may be required,” a
The extraordinary general meeting (EGM) of the members of ING Vysya Bank and Kotak
Mahindra Bank was held in Bengaluru and Mumbai respectively.
The merger will be done through a share swap in which 725 equity shares of Rs 5 each of Kotak
Mahindra will be issued for every 1,000 shares of Rs 10 each held in ING Vysya Bank.
Post the merger that was announced on November 20, 2014, Kotak Mahindra Bank will become
the fourth largest private sector lender in India. The biggest three are ICICI Bank, HDFC Bank
and Axis Bank. The combined banking entity will have a widespread network of 1214 branches
across the country.
However, employees and officers of ING Vysya Bank had expressed concerns over their future
post the merger.
Both ING Vysya jumped 2.5 percent while Kotak Mahindra gained 3 percent intraday on
Thursday.
At 09:36 hrs ING Vysya Bank was quoting at Rs 893.00, up Rs 14.75, or 1.68 percent. Kotak
Mahindra Bank was quoting at Rs 1,291.90, up Rs 21.20, or 1.67 percent on the BSE.
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CHAPTER 2
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RESEARCH METHODOLOGY
A research methodology or involves specific techniques that are adopted in research process to
collect, assemble and evaluate data. It defines those tools that are used to gather relevant
information in a specific research study. Surveys, questionnaires and interviews are the common
tools of research.
OBJECTIVE OF STUDY
1) To study the impact of Mergers & Amalgamation on the performance of Sun Pharma and
ING Vysya Bank & Kotak Mahindra Bank Ltd. respectively.
2) To study the need of Sun Pharma and Ranbaxy merger.
3) To study the need of Amalgamation of ING Vysya Bank & Kotak Mahindra Bank Ltd.
4) To analyze the case study of corporate restructuring as Sun Pharma acquire Ranbaxy and
ING Vysya Bank & Kotak Mahindra Bank Ltd.
5) To find out whether Sun Pharma made the right action by acquiring the Ranbaxy.
6) To find out whether Kotak Mahindra Bank Ltd made the right action by amalgamating
with the ING Vysya Bank.
7) To highlight the challenges of post-merger and post-amalgamation that Sun Pharma and
Kotak Mahindra Bank Ltd will be facing respectively.
SCOPE OF STUDY
There is only one sources of data: Secondary data. I have used secondary data for merger and
acquisition.
LIMITATION OF STUDY
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CHAPTER 3
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Data analysis
Data analysis is a process of inspecting, cleansing, transforming and modeling data with the goal
of discovering useful information, informing conclusions and supporting decision-making. Data
analysis has multiple facets and approaches, encompassing diverse techniques under a variety of
names, and is used in different business, science, and social science domains. In today's business
world, data analysis plays a role in making decisions more scientific and helping businesses
operate more effectively.
Data mining is a particular data analysis technique that focuses on modeling and knowledge
discovery for predictive rather than purely descriptive purposes, while business intelligence
covers data analysis that relies heavily on aggregation, focusing mainly on business information.
In statistical applications, data analysis can be divided into descriptive statistics, exploratory data
analysis (EDA), and confirmatory data analysis (CDA). EDA focuses on discovering new
features in the data while CDA focuses on confirming or falsifying existing hypotheses.
Predictive analytics focuses on application of statistical models for predictive forecasting or
classification, while text analytics applies statistical, linguistic, and structural techniques to
extract and classify information from textual sources, a species of unstructured data. All of the
above are varieties of data analysis.
Data integration is a precursor to data analysis, and data analysis is closely linked to data
visualization and data dissemination. The term data analysis is sometimes used as a synonym for
data modeling.
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MERGER BETWEEN SUN PHARMA AND RENBAXY
5 Market More than 150 countries across branded and generic markets
Source: Annual report of Sun Pharmaceutical Industries Ltd., 2014-15
About Ranbaxy
Ranbaxy Laboratories was incorporated in 1961 and headquartered at Gurgaon. Ranbaxy serves
its customers in over 150 countries and has an expanding international portfolio of affiliates,
joint ventures, and alliances, ground operations in 43 countries and 21 manufacturing facilities
spread across countries. Daiichi Sankyo acquired controlling in Ranbaxy in 2008. Regardless of
satisfactory sales numbers the company was suffering loss since 2011. Consequently, Ranbaxy
after struggling to improve its financial position went under merger with Sun Pharma at a critical
time.
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Sun Pharma Acquires Ranbaxy
Sun Pharmaceutical Industries Limited and Ranbaxy Laboratories Limited set the Indian
pharmaceutical industry abuzz with excitement on April 6, 2014 when they released a press report,
under which Sun Pharma would acquire 100% of Ranbaxy Laboratories for $4 billion to create
world’s fifth largest generic pharma company. Under these agreements, Ranbaxy will merge into
Sun Pharma and Ranbaxy’s shareholders will receive 0.8 shares of Sun Pharma for each share of
Ranbaxy. On 25th March 2015, Sun Pharma completed the acquisition of Ranbaxy Laboratories
Limited.
Following points to note regarding this merger:
The new entity is the world’s fifth largest specialty-generic pharma company including sales of
US$ 4.2 billion on a pro-forma basis for CY 2013.
The pro-forma U.S. incomes of the merged entity for CY 2013 are expected at US$ 2.2 billion
and the entity is a solid capability in developing complex products by way of a broad portfolio of
184 ANDAs awaiting US Food and Drug Administration approval.
After merger Sun Pharma has the leading pharma company in India with proforma revenues of
US$ 1.1 billion for CY 2013 and over 9% market share.
The merger has also improved Sun Pharma’s worldwide track in rising pharma markets like
Russia, Romania, South Africa, Malaysia and Brazil, offering opportunities for cross selling and
enhanced brand-building.
Pro-forma Earnings before interest, tax, depreciation and amortization (EBITDA) of the Ranbaxy
for CY 2013 is expected at US$ 1.2 billion.
Post-deal closure, Daiichi Sankyo (the majority shareholder of Ranbaxy) has become the IInd
major shareholder of Sun Pharma with a 9% stake.
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From table 2 it appears that company’s pre merger Net Sales of Rs. 1,60,044 Million in Financial
Year 2013-14 whereas post merger Net Sales has gone upto Rs. 2,72,865 Million in FY 2014-15,
it show synergy benefit after successful merger. Also, Gross Profit increased from 1,32,250 to
2,05,473 and Net Profit increased from 31,415 to 45,394 (Rs. in Million). Balance Sheet of the
company shows good position after merger almost at each parameter. Book Value per share is
Rs. 89.4 and 106.5 in FY 2013-14 and 2014-15 respectively. Consolidated revenue from
operations for FY15 grew 70% over FY14 to Rs. 277,178 million, while EBITDA increased 10%
to Rs. 78,166 million.
The above table showing that improved rankings due to Ranbaxy acquisition
Table 4: Position before Merger and Post Merger Gains (Sun Pharma-
Ranbaxy)
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The financial conservatism is noticeable in the Ranbaxy acquisition as well. Therefore, as on the
date, Ranbaxy shareholders have benefited due to the merger transaction. Post this, in April
2015, the Company’s equity shares have increased to 2,406.2 million due to the merger of RLL
with the Company.
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AMALGAMATION BETWEEN KOTAK MAHINDRA BANK AND ING
VYSYA BANK (VYSYA)
THE PARTIES:
A. Kotak Mahindra Bank Limited Established in 1985, Kotak Mahindra Finance Capital
Management Limited, the flagship company of the Kotak Group, started off as a non-banking
financial services company, initially providing financing for the purchase of automobiles. In
2003 it became the first ever NBFC to be converted into a bank.
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B. ING Vysya Bank Limited With roots as far back as the 1930s, ‘Vysya Bank’ comes with a
long heritage of banking in the trade communities of south India. In 2002, it became the first
ever Indian bank to merge with a foreign one, when it officially announced its merger with the
Dutch banking giant ING Group, which took a controlling stake in the bank. The bank has over
time grown a strong presence in south India with over 500 branches in the south. It has also,
because of its ties with the ING Group, grown its presence abroad with a presence in over 5
countries.
DETAIL OF DEAL:
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PRE – MERGER:
POST MERGER:
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FINANCIAL PERFORMANCE ANALYSIS OF PRE MERGER AND POST
MERGER OF KOTAK MAHINDRA BANK:
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ANALYSIS OF NUMBERS OF BRANCHES AND CUSTOMERS
FINANCIAL ANALYSIS:
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CHAPTER 4
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CONCLUSION
Ranbaxy Laboratories Limited (“Ranbaxy”) has been merged into Sun Pharmaceutical Industries
Limited (“Sun Pharma”) effective 24th March, 2015 through a Scheme of Merger. The benefits
from this integration have started reflecting in financial year 2015-16. The key objective of this
merger is to get faster growth and generate opportunities for all stakeholders. The valuation of
Ranbaxy is attractive at this time when US Food and Drug Administration (FDA) and regulatory
issues are at a hit the highest point. Sun Pharma has followed a strategy of acquiring badly
performing companies. Sun Pharma acquired Ranbaxy from $3.2 billion along with its dept $800
million. Our study shows that the company will be benefitting to generate synergy in years to
come. The execution of the integration with Ranbaxy is well on its way and the company is on
track to generate targeted synergies of US$ 300 million by the financial year 2018. According to
Annual Report 2017-18 the company has achieved this important milestone.
In case of amalgamation between Kotak Mahindra Bank And Ing Vysya Bank (Vysya) we can conclude
that there are various advantages of merger and acquisition in banking sector like increase in
customer base, increase in branches , increase in number of product and service offered, increase
in number of ATM network, increase in number of employees , benefits of expertise employees ,
access to various region in the country, increase in deposit and advance amount. There are also
various challenges like difference in deposit rate and interest rate, difficulty in managing
nonperforming assets, difficulty in managing the employees because difference in salary
structure, etc. after analysis post merger financial performance we can say that after merger and
acquisition, there is increase in net interest income, increase in profitability, increase in number
of customers, improve liquidity, share price has been increased.
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BIBIOGRAPHY
https://www.investopedia.com/articles/investing/022615/ranbaxy-and-sun-pharma-mega-
indian-merger.asp
https://www.livemint.com/Companies/RDoRplvJ9kBYJYZ5ysnDWL/Domestic-MAs-
surge-to-a-fouryear-high-in-2014.html
https://www.inspirajournals.com/uploads/Album/153618126.pdf
http://www.ijarcsms.com/docs/paper/volume4/issue12/V4I12-0009.pdf
https://www.kotak.comdownloads/pdf/merger_of_ing_vysya_bank_with_kotak_mahindra_
bank.pdf
https://taxguru.in/corporate-law/mergerof-ing-vysya-kotak-mahindra-bank.html
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