Kotak Mahindra Bank
Kotak Mahindra Bank
Kotak Mahindra Bank
July 2014
S. K. Biswal
SOA Deemed to be University, Bhubaneswar, [email protected]
Ansuman Sahoo
Utkal University, Vani Vihar, Bhubaneswar, [email protected]
Part of the Business Administration, Management, and Operations Commons, and the Human
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Recommended Citation
Panigrahi, Rashmi Ranjan; Biswal, S. K.; and Sahoo, Ansuman (2014) "Merger and Acquisition Deal Brings
Leveraging Synergy – An Analysis of Kotak Mahindra Bank & ING VYSYA Bank," Interscience Management
Review: Vol. 4 : Iss. 2 , Article 5.
DOI: 10.47893/IMR.2011.1087
Available at: https://www.interscience.in/imr/vol4/iss2/5
This Article is brought to you for free and open access by the Interscience Journals at Interscience Research
Network. It has been accepted for inclusion in Interscience Management Review by an authorized editor of
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Merger and Acquisition Deal Brings Leveraging Synergy –
An Analysis of Kotak Mahindra Bank & ING VYSYA Bank
Abstract - The quest for growth and changing market share. This paper is based on post- facto
demand of banking environment provides special analysis, importance and challenges faced in the process
importance towards Mergers and acquisitions in the of merger &acquisition. Horizontal merger in industry
banking world. Merger play significant role towards brings development in in-take capacity, correction of
corporate restructuring. In recent times many sales figure and increase in efficiency after joining of
company were using Merger &Acquisition as tool the firms.(westons,pp123). Past record shows that
towards cost reduction and revenue generation. This merger and acquisition provide benefits to the society by
paper is based on conceptual clarity on significance increasing value of shareholders of both target firm &
of M&A, value synergy and challenges faced by acquiring firm without disturbing much concentration. It
kotak Mahindra bank towards process of merger. It also helps to bring improvement in effectiveness and
was observed that big companies like HDFC with efficiency of merged entity (H.R. Machiraju, pp, 170).
Centurion bank of Punjab & ICICI Bank with Bank In the month of November 2014 was a historic time for
of Rajasthan are entering into the process of merger kotak Mahindra bank because on the same time period it
for capturing the value of synergy in long term. was announced its acquisition over ING Vysya Bank.
Merger and acquisition becomes the major financial The M&A deal was of Rs. 2 trillion and market
instrument used towards correction of financial capitalization is around 1 trillion. This deals was provide
image of corporate entity. One of the main objectives millage towards sufficient capital, large infra, and
of Merger &Acquisition in banking industry is to growth in our Indian.
reap the advantages of economies of scales. The
The news in itself had already created a wave in
process of acquisition of ING Vysya bank was
the stock market as shares of Kotak Mahindra Bank and
started by kotak Mahindra bank on November 2014.
ING Vysya rose to all-time highs. The stock of Kotak
For analyzing qualitative content of this topic we
Mahindra surged by 7.28% to settle at 1,157.1 on the
have used Case study approach, this case study
Bombay Stock Exchange and stock position of ING
reveal the strategic motives of kotak Mahindra
Vysya Bank shares rallied 7.15% to end at 814.20 on
bank.
Thursday against the previous day amid merger reports.
Keywords - Merger and Acquisition, leverage. Synergy. In intra-day session, shares of Kotak jumped 7.89 % to
touch its one-year high of 1,163.7 and as comparison
INTRODUCTION to shares kotak , ING Vysya Bank zoomed 13.81 % to
864.80; its 52-week high. Investment expert Ashwani
According to the expert opinion of banking
Gujral suggested to the investors should go for “BUY”
Industry merger and acquisition used as a major tool by
for Kotak Mahindra Bank with a target of 1175 and a
banking company to handle the steep market
stop loss of 1130 to 1140. This acquisition is the 1st
competition. In the present globalised economy steps of restructuring in the country like India which
corporate restructuring can be possible because of fetch profit after financial crises in the year 2008. In this
merger & acquisition. In India M&A strategies are
periods two of prominent merger Bank of Rajasthan
adopted by most of banks adopted towards increase in
with ICICI bank and another merger SBI merged with network platform like facebook, twitter etc. It has a
all subsidiaries bank not successful as like kotak separate payment gateway as “KayPay” which also
Mahindra bank and ING Vysya bank. Prior to 2008, the connect with client through Facebook. This gateway
other significant mergers that took place include HDFC provide speed, accuracy in money transfer transaction
Bank acquiring Centurion Bank of Punjab in 2008 and with in over a day or night.
IDBI Bank acquiring United Western Bank in 2006.
Mutual fund investment also maintained by KMB
Especially when the economy is on the verge of take-
in consolidates form. It has also products and services
off, this will give the combined bank enough bandwidth
like Home loan, vehicle loan, commercial loan etc as per
to take advantage of the future opportunities of the
the need and requirement of customer. It also provide
economy, he added. The mega deal looks to gain a
specialized banking service for corporate or business
bigger footprint before new private banks enter the
houses like: Trade services , Current account services,
Indian banking space.
credit facilities and cash management services
The Journey of Kotak & Kotak Mahindra Group
The Journey of ING Vysya & ING Vysya Bank
Kotak founded Kotak Mahindra as a bill
Vysya bank was established in the year 1930s in
discounting NBFC in 1985. It became a big player in
the city of Bangalore, Karnataka. It was known as
auto finance in the ‘90s and formed JVs with Ford. The
“credit of Indian banking” ING Vysya Bank is a premier
group received a banking license in 2002. ING inherited
private owned Indian multinational financial institution
its stake of 10% in Vysya Bank after it purchased
from 2002 onwards with an equity stake of Dutch ING
Belgium’s Bank Brussels Lambert in the year 1998. It
Group. It was started as a private banking platform for
resulted in increase its stake to 20% in Nov 1999, and
catering needs and requirement of business houses. It
then to 49.33% by acquiring GMR Group’s holding in
was served almost 2 million customers & 80 years of its
June 2002. It gets an exit route from managing a retail
association with India. It act as global financial services
bank in India, which ties up with the Dutch group’s
provider with innovative and developed products and
global strategy.Kotak Mahindra Group was established
services across 573 branches. As per the statistics as on
in 1985, as a one of India’s leading financial services
March 2013 it has total assets is of Rs. 54,836 crore. It
institution in conglomerates. In year 2003, Kotak
had around of 1000 employees. the company is listed in
Mahindra Finance Ltd. (KMFL), the Group’s flagship
BSE & NSE. As per the survey of Nielsen 2011, ING
company, received a banking licence from the Reserve
Vysya was ranked as 5 most trusted brand among
Bank of India (RBI). KMFL became the first non-
Private sector banks .
banking finance company (NBFC). In India to become a
bank from NBFC Kotak Mahindra Bank Limited. Exhibit – 1
The consolidated balance sheet of KMB is over Pecking Order to Change
Rs. 1.34 lakh crore and the consolidated net worth of the Largest listed private banks by total business (after
Group stands at Rs. 20,554 crore (approx US$ 3.3 merger)
billion) as on September 30, 2014. The Group offers a Serial Amount of
wide range of financial services that encompass every ranking Name of the bank business
sphere of life. From commercial banking, to stock order undertaken
broking, mutual funds, life insurance and investment 1 HDFC Bank 7,17,955
banking, the Group caters to the diverse financial needs
2 ICICI Bank 7,13,813
of individuals and the corporate sector. The Group has a
wide distribution network in London, New York, Dubai, 3 Axis Bank 5,25,926
Abu Dhabi, Mauritius and Singapore through different Kotak+ ING
4 2,13,261
branches and franchisees across India, and international Vysya bank
platform. 5 Yes Bank 1,42,161
Kotak Mahindra Bank: 6 Indusind Bank 1,25,977
Kotak Mahindra Bank is a financial institution 7 Federal Bank 1,13,030
which provides retail financial solution for different 8 J&K bank 1,08,045
types clients. Apart from traditional banking services it South Indian
also have different innovative products like online 9 82,065
Bank
shopping, ASBA, Bills payments, Active Money etc. 10 Karur Vysya bank 79,980
First fully integrated Social bank account was setup by
KMB for its customer’s as “ Kotak’s Jifi”. This account *As of September 2014- Source: Capitaline/ Banks
has been linked with digital banking through different Compiled by Business Standard Research Bureau
Exhibit – 2 Stocks Gain was exchanged with 725 shares of Kotak Mahindra
Bank.
Kotak Mahindra Bank
Exhibit – 4
Previous Close: Thursday Close:
1,078.5 1,157.1 Business Cooperation – ING Group and Kotak
Rise: 7.28%
ING Vysya Bank
Previous Close: Thursday Close:
759.9 814.2
Rise: 7.15%
Source: BSE
Exhibit – 3
The Transaction
The holding of 42.73% of ING Vysya by Dutch
financial giant company ends with the holding of 25.3%
in the process of merger.
As the merger in the form of full share swap deal.
Promoter’s proportional stake wa reduced from 40.07%
to 33% of Kotak bank. After there is a pressure of RBI
to reduce the stake of promoter’s from 33% to 30% by
December 2016 and reduced to another 20% by the end
of 2018. It will give rise to issuance of new 15% equity
share of merged entity. All this steps should accordance
with RBI guideline.
Uday Kotak had described this merger gives a
favorable occasion by joining two banking institutions
with their predominant complementary strength.. He
believes this merger will recognized as good financial
Robin Roy (Ass.Director for financial services, services institution having strong understanding of
PwC India), opined that unlike the regulator-driven Indian as well as global financial standard.
mergers and acquisitions in the past, this is a market-
driven one. For ING, the pressure from the government Exhibit – 5
back home at the Netherlands and its change in global Banking on Union: How they stack up
strategy marked its exit from the joint venture. But for
Kotak, that has been looking for growth with the * Kotak ING Kotak +
Figures in Crore
backdrop of growing GDP and forthcoming Bank Vysya ING Vysya
opportunities, getting a non-complementary branch Net Profit (FY 14)* 2,465 658 --
network and a supplementing product portfolio makes Deposits* 68,103 44,652 1,12,755
sense. He also said that there should be enough space for Advances* 60,948 39,558 1,00,506
everyone to think for long-term relationship in banking, Market
and there are so many evidences that , in the process of Capitalization (Nov 89,253 15,483 1,04,735
merger and acquisition , it create value for shareholder 20, 2014)
in long run. Number of
29,220 10,591 39,811
Employees
Terms of the Merger Branches 641 573 1,214
The merger referred as a strategic merger by many ATMs 1159 635 1,794
experts opine that the transaction will significantly add Employees (nos) 29,220 10,591 39,811
muscle to KMB and reduce shareholding as per rules of Customers (million) ~2 ~8 ~ 10
Reserve Bank of India.. The all-share deal is over
Source: Business Standard, 21.11.14 & Times of India,
15,000 crore deal, where the swap ratio is fixed at
22.11.14
725:1.000. This means every 1000 share of ING Vysya
.
Exhibit – 6
Summary Financials – Kotak (Merged Proforma)
The sum total of current account and saving account will be 31% after the merger.
Exhibit – 7
* Based on Standalone financials; Half year statement’s figure are converted to annual as required.
Exhibit – 8
Key P&L Items – Kotak (Merged Proforma)
Exhibit – 9 Exhibit – 10
Complementary Network – Breadth and Depth Banks in Different Regions
Together
.
It will also bring a complementary customer base KMB would strongly focus on building an
to the table, as ING Vysya has a strong customer base of international relationship with ING Bank. He also added
high-networth individuals and salaried customers on the that Kotak Bank look forward to know high-quality
liabilities front. On the advances front, ING Vysya is a practices of ING Vysya bank in the Smal medium
national player in SME segment, which is a core area of enterprises business, digital banking platform and
Kotak. international dealings.
.
Exhibit – 12
Kotak ING Vysya Bank Amalgamation: Sensitivity Analysis
Assuming No. of % of Promoter Change
Purchase Kotak EPS Kotak EPS
Kotak Purchases Shares Current Stake In MSe
Amount (Pre-Deal, (Post-Deal,
100% at a issued by Share (Post Share F15 EPS
( Bn) F15, MSe) F15, MSe)
premium of: Kotak (Mn) Count Swap) (%)
0% 144 134 17.4% 34.1% 45.7 48.0 4.9%
10% 159 147 19.1% 33.6% 45.7 47.3 3.3%
14%
(Media quoted 165 153 19.8% 33.4% 45.7 47.0 2.7%
Valuation)
25% 180 167 21.7% 32.9% 45.7 46.2 1.1%
50% 217 201 26.0% 31.8% 45.7 44.7 -2.3%
Source: Company Data, Morgan Stanley Research estimates
.
Analysts at top brokerage firms remain positive on loan segment was 38%. It will pressurize KMB for
the merger announcement and see it as a big positive for diverfication of loan segment. The CASA ratios for
Kotak Mahindra Bank as the merger will also give KMB and ING Vysya was approx. nearer to each other
access to ING's SME platform. Kotak’s strength lies in i.e. 32-33%, but SME has strong dependence on CASA.
retail business, as in terms of portfolio complementary, It gives better opportunity towards providing long term
half of Kotak’s loans are retail ones, while ING Vysya's liability to KMB..
key contribution in small medium enterprises sectors
.
Exhibit – 13
Shareholders – Significant Value Drivers in Place
“CAR is based on standalone financials as of September 30, 2014 and includes H1FY15 profit; 2 considering the swap
ratio of 0.725 shares of Kotak for every share of ING Vysya”
.
ING Vysya bank has the Foreign holding around Benefits in terms of products covers i.e. investment
74%, the merger will fetch more liquidity and foreign banking, Assets Management, private banking, asset
money. This process brings 74% of foreign shareholding management, insurance, investment banking etc. kotak
post- merger situation. Customers and employees will bank ‘s capital position helps to avoid capital raise . it
get more benefits in relation to expertise across dilutes with ING vysya shareholder.
customer segments, geographical space i.e Corporates,
Kotak’s strong capital position potentially avoids
HNI, SME.
capital raising and attendant dilution in the near to
medium term for ING Vysya shareholders.
ING Vysya has 19 cr. shares in issue, which will result country has risen to 90 from 84 in 2005/06 thanks to
in an issue of 13.77 cr. shares of Kotak Bank. Kotak the entry of some foreign lenders. In the past, foreign
already has 76 cr. shares in issue, which means it will banks have shown interest in M&As but the RBI is not
see a shareholding of 90 cr. shares. At the current price comfortable as these banks operate as a branch of their
of 1,200, that’s a combined valuation of over about parent companies. The RBI has issued guidelines that
108,000 cr. for the merged bank, which will have profits allow foreign banks to operate or convert into wholly-
of around 3,500 cr., or about a P/E of 30. Even if it owned subsidiaries of their parent companies in India,
were to grow profits to, say 4,000 cr. this year, the thereby opening the door for selective M&As.
current price values the bank at 27 P/E which is a tad
Proponents of consolidation argue that there are
high.
too many banks in India. The counter-argument is that
This merger won’t majorly change the company’s Brazil, another emerging-market economy, has more
financials in the near term. Today’s move might have a than 160 banks while the UK has more than 300 banks
smart one, on the back of solid global liquidity, but we and the US has thousands of lenders. There can be no
at Capital Mind believe this move may not last too long, two opinions, however, that no Indian bank is of a
and that much of it hinges on a definite cut in RBI’s global size. SBI is the largest bank of India recognized
rupee rate, which as we’ve talked about in Capital Mind as a largest lender. It has a assets base of $300 billion. It
Premium, isn’t quite looking that definite. is less than tenth of the $3.2 trillion of Industrial and
Commercial Bank of China’s Assets. The largest UK
Another point to note is that RBI will definitely
bank, HSBC, has assets of close to $2.8 trillion while
have to introduce new banks. We don’t have that many
the biggest US bank, JP Morgan, has assets of $2.5
private banks (just 19, will now fall to 18) and the
trillion. Clearly, the only way Indian banks can expand
government isn’t exactly trying to sell their stake fast in
rapidly and reach global size is by M&As. Another
public sector banks. In order to grow, we need a banking
problem of the Indian banking system is that after SBI
system that is better, not just plump and fat. (31%
there is a huge drop in size; ICICI Bank, the second-
CASA Ratios Come on, now, this is a hugely inefficient
largest lender, is one-third the size of SBI in terms of
banking system, that benefits from lack of competition,
total assets.
that’s all) If the RBI fast tracks the creation of new
banks, it won’t look great to give current banks a P/E of The Kotak-ING Vysya deal has sparked
27. speculation that some other old private-sector banks
could be the target of large lenders. Old private-sector
From last decades there are few example available
lenders, including Dhanlaxmi Bank, Lakshmi Vilas
on bank merger but there are no two large bank merge.
Bank, Karur Vysya Bank, and South India Bank have a
It is either between mid size bank or large bank with
share of around five per cent in deposits and advances.
very small bank. The recent merger which we have
So even if one large private bank acquires half a dozen
discussed in this paper was between the new generation
such lenders, it won't create a meaningful size for the
banks with old private sector bank (Kotak Mahindra
acquirer. C. Jayaram, Joint MD at Kotak Mahindra
Bank vs ING Vysya Bank)."The objective of this
Bank, says consolidation has been talked about for a
merger is growth," said by Uday Kotak.
long time. "Hopefully, this [Kotak-ING merger] will set
The main objectives of Kotak bank is to meet a off some thinking both in the private as well as the
target of 1000 branches latest by 2016 along with this it public sector," he says
wants to expand its business in insurances, advance
In fact, for more than a decade, there has been talk
financial services and mutual funds to expand its
of encouraging consolidation to create a few banks of
banking network.
the size of SBI. But there has been little action on the
ground. The only exception being IDBI, which was
CONCLUSION allowed to acquire United Western Bank in 2006. SBI,
too, had made some progress in merging with itself two
Why are bank mergers in India so few and far subsidiaries - State Bank of Saurashtra and State Bank
between? "It is partly because of restrictions imposed of Indore - but there are still five units left to be merged.
by the Reserve Bank of India (RBI), especially on
foreign banks, on M&As and also the public sector Govt. has lots of exception that consolidation
nature of the banking system," says the CEO of a process of banking institution will give greater millage
private-sector bank who does not wish to be named. towards economic growth. Arun Jaitley( Finance
Today, state-run banks dominate the banking system Minister, GOI) in his budget( Union Budget) in July,
with three-fourth market share in deposits and loans. talked about the government being open to suggestions
The number of commercial banks operating in the for consolidation of state-run banks. But merging large