MERGER AND ACQUISITION WITH REFERNCE TO STEEL INDUSTRY by shivamchugh173

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									  “MERGER AND ACQUISITION WITH REFERNCE
           TO STEEL INDUSTRY”



                                 ABSTRACT
Even though mergers and acquisitions (M&A) have been an important element of corporate
strategy all over the globe for several decades, research on M&As has not been able to
provide conclusive evidence on whether they enhance efficiency or destroy wealth. There
is thus an ongoing global debate on the effects of M&As on firms. Mergers and
acquisitions have become common in India today. However, very little appears to be
known about the long-term post-merger performance of firms in India, and the strategic
factors that affect this performance. Our study attempts to fill this gap in knowledge about
M&As in India. We have carried out statistical analyses of financial data pertaining to 87
pairs of merged firms. These mergers took place in the period 1996 to 2002. Out of these
87 mergers, 64 are between firms belonging to related industries and 23 to unrelated
industries. Stock is the predominant method of payment for the acquired firm (in 76 out of
87 mergers), and transfer of corporate control has taken place in 37 of the 87 mergers.
Fourteen of the acquired companies were sick and had been referred to the Board for
Industrial and Financial Reconstruction (BIFR) at the time of their merger.
             The performance of mergers has been gauged in two ways in this study – by
determining whether the long-term post-merger financial performance has changed
significantly, and by assessing the wealth gains to shareholders of the acquiring, acquired
and the combined firms on the announcement of mergers. It is found that the merged firms
demonstrate improvement in long-term financial performance after controlling for pre-
merger performance, with increasing cash flow returns post merger, at an annual rate of
4.3%. This improved operating cash flow return is on account of improvements in the post-
merger operating margins of the firms, though not of the efficient utilization of the assets to
generate higher sales. Increase in market power also appears to be driving gains through
mergers in India. As far as wealth gains on merger announcement are concerned, only the
shareholders of the acquired firms appear to be enjoying significant positive share price
returns of 11.6%. The shareholders of the acquiring firms and the combined firms do not
seem to be witnessing any significant change in returns. With regard to the strategic factors
affecting long-term post-merger financial performance, related mergers seem to be
performing 5.4% lower than unrelated mergers. Both the transfer of corporate control from
the acquired firm to the acquiring firm, and the business health of the acquired firm are
positively related to the long-term post-merger performance of the firms. The relative size
of the acquired firm and the method of payment for the acquired firm do not appear to be
playing a role in affecting post-merger performance.
              In the case of the effect of the strategic factors on the wealth gains on merger
announcement, we find that the mergers in which there is no transfer of corporate control
seem to be conferring significant positive share price returns of 21.1% on the shareholders
of the acquired firms. This is not the case for the shareholders of the acquiring firms and
the combined firms. In the case of mergers where there is a transfer of management control,
none of these three groups of shareholders witnesses any abnormal returns on
announcement of the merger. The wealth gains to acquired firm shareholders on
announcement of a merger are positively influenced by the relative size and the pre-merger
performance of the acquired firm. The transfer of corporate control from the acquired firm
to the acquiring firm is negatively associated with these abnormal share price returns. The
level of industry-relatedness of the acquired and the acquiring firms, the method of
payment for the acquired firm and the business health of the acquired firm do not appear to
be playing a role in affecting the share price returns to the acquired firm shareholders, on
announcement of a merger.




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                                            CONTENTS

CHAPTER I: INTRODUCTION.............................................................................
        Background ……………………………………………………………...
        Objective of the study…………………………………………………………


CHAPTER II: LITERATURE REVIEW…………………………………………
       a) Global steel industry………………………………………………………..
       b) Tata Vs Corus……………………………………………………………..
       c) Arcellor Vs Mittal………………………………………………………


CHAPTER III: RESEARCH METHODOLGY………………………………….


CHAPTER IV: DESCRIPTIVE WORK................................................................
      a) Valuation of merger and acquisition …………………………………….
      b) Tata Vs Corus – Visionary deal or Costly blunder ……………………
      c) Arcellor-Mittal Vs Tata-Corus ….…………………………………..
      d) Competition analysis of steel industry……………………………………
      e) SWOT Analysis………………………………………………………….
      f) Expected growth…………………………………………………………..
      g) Factors holding back Indian steel industry………………………………….
      h) Recent financial crisis & Indian steel industry…………………………….
      i) Five-Force analysis of steel industry


CHAPTER V: CONCLUSIONS AND RECOMMENDATIONS……………….


REFERENCES




                                                      3
                  LIST OF TABLES AND FIGURES
LIST OF FIGURES                                        Page no.

Figure 1…………….World steel production………………………………………….25

Figure 2…………… Global steel capacity……………………………………………26
Figure 3…………… Indian steel capacity…………………………………………….28
Figure 4…………… Indian steel production………………………………………….29
Figure 5……………. Indian steel consumption………………………………………30
Figure 6…………… Motives…………………………………………………………44
Figure 7…………… Procedure of valuation……………………………………….. .46
Figure 8…………… Financing Merger………………………………………………47
Figure 9……………..Key sector growth………………………………………………64
List of Tables
Table 1………………Steel production share……….…………………………………27

Table 2………………Steel consumption share………………………………………..27

Table 3………………Tata steel capacity……………………………………………...32
Table 4………………Global steel output……………………………………………..51
Table 5………………Global steel ranking……………………………………………53
Table 6……………….Tata-Corus Present capacity…………………………………..54
Table 7……………….Tata-Corus projected capacity………………………………...54
Table 8……………….Corus Financials………………………………………………56




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CHAPTER 1: INTRODUCTION




           5
Background


Mergers and acquisitions (M&A) and corporate restructuring are a big part of the corporate
finance world. Every day, investment bankers arrange M&A transactions, which bring
separate companies together to form larger ones. When they're not creating big companies
from smaller ones, corporate finance deals do the reverse and break up companies through
spin-offs, carve-outs or tracking stocks. Not surprisingly, these actions often make the
news. Deals can be worth hundreds of millions, or even billions, of dollars or rupees. They
can dictate the fortunes of the companies involved for years to come. For a CEO, leading
an M&A can represent the highlight of a whole career. And it is no wonder we hear about
so many of these transactions; they happen all the time. Next time you flip open the
newspaper’s business section, odds are good that at least one headline will announce some
kind of M&A transaction. Sure, M&A deals grab headlines, but what does this all mean
to investors? To answer this question, this report discusses the forces that drive companies
to buy or merge with others, or to split-off or sell parts of their own businesses. Once you
know the different ways in which these deals are executed, you'll have a better idea of
whether you should cheer or weep when a company you own buys another company - or is
bought by one. You will also be aware of the tax consequences for companies and for
investors
Defining M&A
The Main Idea one plus one makes three: this equation is the special alchemy of a merger
or an acquisition. The key principle behind buying a company is to create shareholder value
over and above that of the sum of the two companies. Two companies together are more
valuable than two separate companies - at least, that's the reasoning behind M&A. This
rationale is particularly alluring to companies when times are tough. Strong companies will
act to buy other companies to create a more competitive, cost-efficient company. The
companies will come together hoping to gain a greater market share or to achieve greater
efficiency. Because of these potential benefits, target companies will often agree to be
purchased when they know they cannot survive alone.


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Distinction between Mergers and Acquisitions
Although they are often uttered in the same breath and used as though they were
synonymous, the terms merger and acquisition mean slightly different things. When one
company takes over another and clearly established itself as the new owner, the purchase is
called an acquisition. From a legal point of view, the target company ceases to exist, the
buyer "swallows" the business and the buyer's stock continues to be traded. In the pure
sense of the term, a merger happens when two firms, often of about the same size, agree to
go forward as a single new company rather than remain separately owned and operated.
This kind of action is more precisely referred to as a "merger of equals." Both companies'
stocks are surrendered and new company stock is issued in its place. For example, both
Daimler-Benz and Chrysler or Arcellor and Mittal ceased to exist when the two firms
merged, and a new company, DaimlerChrysler and Arcellor-Mittal, was created. In
practice, however, actual mergers of equals don't happen very often. Usually, one company
will buy another and, as part of the deal's terms, simply allow the acquired firm to proclaim
that the action is a merger of equals, even if it's technically an acquisition. Being bought
out often carries negative connotations, therefore, by describing the deal as a merger, deal
makers and top managers try to make the takeover more palatable.
                        A purchase deal will also be called a merger when both CEOs
agree that joining together is in the best interest of both of their companies. But when the
deal is unfriendly - that is, when the target company does not want to be purchased - it is
always regarded as an acquisition. Whether a purchase is considered a merger or an
acquisition really depends on whether the purchase is friendly or hostile and how it is
announced. In other words, the real difference lies in how the purchase is communicated to
and received by the target company's board of directors, employees and shareholders.


Synergy




                                             7
                    Synergy is the magic force that allows for enhanced cost efficiencies of
the new business. Synergy takes the form of revenue enhancement and cost savings. By
merging, the companies hope to benefit from the following:
 Staff reductions - As every employee knows, mergers tend to mean job losses.
   Consider all the money saved from reducing the number of staff members from
   accounting, marketing and other departments. Job cuts will also include the former
   CEO, who typically leaves with a compensation package.
 Economies of scale - Yes, size matters. Whether it's purchasing stationery or a new
   corporate IT system, a bigger company placing the orders can save more on costs.
   Mergers also translate into improved purchasing power to buy equipment or office
   supplies - when placing larger orders, companies have a greater ability to negotiate
   prices with their suppliers.
 Acquiring new technology - To stay competitive, companies need to stay on top of
   technological developments and their business applications. By buying a smaller
   company with unique technologies, a large company can maintain or develop a
   competitive edge.
 Improved market reach and industry visibility - Companies buy companies to reach
   new markets and grow revenues and earnings. A merge may expand two companies'
   marketing and distribution, giving them new sales opportunities. A merger can also
   improve a company's standing in the investment community: bigger firms often have an
   easier time raising capital than smaller ones.


That said, achieving synergy is easier said than done - it is not automatically realized once
two companies merge. Sure, there ought to be economies of scale when two businesses are
combined, but sometimes a merger does just the opposite. In many cases, one and one add
up to less than two. Sadly, synergy opportunities may exist only in the minds of the
corporate leaders and the deal makers. Where there is no value to be created, the CEO and
investment bankers - who have much to gain from a successful M&A deal - will try to
create an image of enhanced value. The market, however, eventually sees through this and
penalizes the company by assigning it a discounted share price. We'll talk more about why
M&A may fail in a later section of this tutorial.



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Varieties of Mergers


                 From the perspective of business structures, there is a whole host of
different mergers. Here are a few types, distinguished by the relationship between the two
companies that are merging:
 Horizontal merger - Two companies that are in direct competition and share the same
   product lines and markets.
 Vertical merger - A customer and company or a supplier and company. Think of a
   cone supplier merging with an ice cream maker.
 Market-extension merger - Two companies that sell the same products in different
   markets.
 Product-extension merger - Two companies selling different but related products in
   the same market.
 Conglomeration - Two companies that have no common business areas. There are two
   types of mergers that are distinguished by how the merger is financed. Each has certain
   implications for the companies involved and for investors:
 Purchase Mergers - As the name suggests, this kind of merger occurs when one
   company purchases another. The purchase is made with cash or through the issue of
   some kind of debt instrument; the sale is taxable. Acquiring companies often prefer this
   type of merger because it can provide them with a tax benefit. Acquired assets can be
   written-up to the actual purchase price, and the difference between the book value and
   the purchase price of the assets can depreciate annually, reducing taxes payable by the
   acquiring company. We will discuss this further in part four of this tutorial.
 Consolidation Mergers - With this merger, a brand new company is formed and both
   companies are bought and combined under the new entity. The tax terms are the same
   as those of a purchase merger.




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Acquisitions


An acquisition may be only slightly different from a merger. In fact, it may be different in
name only. Like mergers, acquisitions are actions through which companies seek
economies of scale, efficiencies and enhanced market visibility. Unlike all mergers, all
acquisitions involve one firm purchasing another - there is no exchange of stock or
consolidation as a new company. Acquisitions are often congenial, and all parties feel
satisfied with the deal. Other times, acquisitions are more hostile. In an acquisition, as in
some of the merger deals we discuss above, a company can buy another company with
cash, stock or a combination of the two. Another possibility, which is common in smaller
deals, is for one company to acquire all the assets of another company. Company X buys
all of Company Y's assets for cash, which means that Company Y will have only cash (and
debt, if they had debt before). Of course, Company Y becomes merely a shell and will
eventually liquidate or enter another area of business. Another type of acquisition is a
reverse merger, a deal that enables a private company to get publicly-listed in a relatively
short time period. A reverse merger occurs when a private company that has strong
prospects and is eager to raise financing buys a publicly-listed shell company, usually one
with no business and limited assets. The private company reverse merges into the public
company, and together they become an entirely new public corporation with tradable
shares. Regardless of their category or structure, all mergers and acquisitions have one
common goal: they are all meant to create synergy that makes the value of the combined
companies greater than the sum of the two parts. The success of a merger or acquisition
depends on whether this synergy is achieved.


Valuation Matters




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Investors in a company that is aiming to take over another one must determine whether the
purchase will be beneficial to them. In order to do so, they must ask themselves how much
the company being acquired is really worth.
                           Naturally, both sides of an M&A deal will have different ideas
about the worth of a target company: its seller will tend to value the company at as high of
a price as possible, while the buyer will try to get the lowest price that he can. There are,
however, many legitimate ways to value companies. The most common method is to look
at comparable companies in an industry, but deal makers employ a variety of other methods
and tools when assessing a target company. Here are just a few of them:
1. Comparative Ratios - The following are two examples of the many comparative
metrics on which acquiring companies may base their offers:


 Price-Earnings Ratio (P/E Ratio) - With the use of this ratio, an acquiring company
   makes an offer that is a multiple of the earnings of the target company. Looking at the
   P/E for all the stocks within the same industry group will give the acquiring company
   good guidance for what the target's P/E multiple should be.
 Enterprise-Value-to-Sales Ratio (EV/Sales) - With this ratio, the acquiring company
   makes an offer as a multiple of the revenues, again, while being aware of the price-to-
   sales ratio of other companies in the industry.
2. Replacement Cost
                In a few cases, acquisitions are based on the cost of replacing the target
company. For simplicity's sake, suppose the value of a company is simply the sum of all its
equipment and staffing costs. The acquiring company can literally order the target to sell at
that price, or it will create a competitor for the same cost. Naturally, it takes a long time to
assemble good management, acquire property and get the right equipment. This method of
establishing a price certainly wouldn't make much sense in a service industry where the key
assets - people and ideas - are hard to value and develop.
3. Discounted Cash Flow (DCF)
                         A key valuation tool in M&A, discounted cash flow analysis
determines a company's current value according to its estimated future cash flows.
Forecasted free cash flows (operating profit + depreciation + amortization of goodwill –



                                              11
capital expenditures – cash taxes - change in working capital) are discounted to a present
value using the company's weighted average costs of capital (WACC). Admittedly, DCF is
tricky to get right, but few tools can rival this valuation method.




Synergy: The Premium for Potential Success
                   For the most part, acquiring companies nearly always pay a substantial
premium on the stock market value of the companies they buy. The justification for doing
so nearly always boils down to the notion of synergy; a merger benefits shareholders when
a company's post-merger share price increases by the value of potential synergy. Let's face
it, it would be highly unlikely for rational owners to sell if they would benefit more by not
selling. That means buyers will need to pay a premium if they hope to acquire the
company, regardless of what pre-merger valuation tells them. For sellers, that premium
represents their company's future prospects. For buyers, the premium represents part of the
post-merger synergy they expect can be achieved. The following equation offers a good
way to think about synergy and how to determine whether a deal makes sense. The
equation solves for the minimum required synergy:




In other words, the success of a merger is measured by whether the value of the buyer is
enhanced by the action. However, the practical constraints of mergers, which discussed
often prevent the expected benefits from being fully achieved. Alas, the synergy promised
by deal makers might just fall short.
What to Look For - It's hard for investors to know when a deal is worthwhile. The burden
of proof should fall on the acquiring company. To find mergers that have a chance of
success, investors should start by looking for some of these simple criteria given as below.
 A reasonable purchase price - A premium of, say, 10% above the market price seems
   within the bounds of level-headedness. A premium of 50%, on the other hand, requires




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    synergy of stellar proportions for the deal to make sense. Stay away from companies
    that participate in such contests.
 Cash transactions - Companies that pay in cash tend to be more careful when
    calculating bids and valuations come closer to target. When stock is used as the
    currency for acquisition, discipline can go by the wayside.
 Sensible appetite – An acquiring company should be targeting a company that is
    smaller and in businesses that the acquiring company knows intimately. Synergy is hard
    to create from companies in disparate business areas. Sadly, companies have a bad
    habit of biting off more than they can chew in mergers.
Mergers are awfully hard to get right, so investors should look for acquiring companies
with a healthy grasp of reality.


Doing the Deal
Start with an Offer When the CEO and top managers of a company decide that they want
to do a merger or acquisition, they start with a tender offer. The process typically begins
with the acquiring company carefully and discreetly buying up shares in the target
company, or building a position. Once the acquiring company starts to purchase shares in
the open market, it is restricted to buying 5% of the total outstanding shares before it must
file with the SEC. In the filing, the company must formally declare how many shares it
owns and whether it intends to buy the company or keep the shares purely as an
investment.
                     Working with financial advisors and investment bankers, the acquiring
company will arrive at an overall price that it's willing to pay for its target in cash, shares or
both. The tender offer is then frequently advertised in the business press, stating the offer
price and the deadline by which the shareholders in the target company must accept (or
reject) it.
The Target's Response
                       Once the tender offer has been made, the target company can do one
of several things:
 Accept the Terms of the Offer - If the target firm's top managers and shareholders are
    happy with the terms of the transaction, they will go ahead with the deal.


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 Attempt to Negotiate - The tender offer price may not be high enough for the target
   company's shareholders to accept, or the specific terms of the deal may not be
   attractive. In a merger, there may be much at stake for the management of the target -
   their jobs, in particular. If they're not satisfied with the terms laid out in the tender
   offer, the target's management may try to work out more agreeable terms that let them
   keep their jobs or, even better, send them off with a nice, big compensation package.
   Not surprisingly, highly sought-after target companies that are the object of several
   bidders will have greater latitude for negotiation. Furthermore, managers have more
   negotiating power if they can show that they are crucial to the merger's future success.
 Execute a Poison Pill or Some Other Hostile Takeover Defense – A poison pill
   scheme can be triggered by a target company when a hostile suitor acquires a
   predetermined percentage of company stock. To execute its defense, the target
   company grants all shareholders - except the acquiring company - options to buy
   additional stock at a dramatic discount. This dilutes the acquiring company's share and
   intercepts its control of the company.
 Find a White Knight - As an alternative, the target company's management may seek
   out a friendlier potential acquiring company, or white knight. If a white knight is found,
   it will offer an equal or higher price for the shares than the hostile bidder.


Mergers and acquisitions can face scrutiny from regulatory bodies. For example, if the two
biggest long-distance companies in the U.S., AT&T and Sprint, wanted to merge, the deal
would require approval from the Federal Communications Commission (FCC). The FCC
would probably regard a merger of the two giants as the creation of a monopoly or, at the
very least, a threat to competition in the industry.


Closing the Deal
                           Finally, once the target company agrees to the tender offer and
regulatory requirements are met, the merger deal will be executed by means of some
transaction. In a merger in which one company buys another, the acquiring company will
pay for the target company's shares with cash, stock or both. A cash-for-stock transaction is
fairly straightforward: target company shareholders receive a cash payment for each share



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purchased. This transaction is treated as a taxable sale of the shares of the target company.
If the transaction is made with stock instead of cash, then it's not taxable. There is simply
an exchange of share certificates. The desire to steer clear of the tax man explains why so
many M&A deals are carried out as stock-for-stock transactions. When a company is
purchased with stock, new shares from the acquiring company's stock are issued directly to
the target company's shareholders, or the new shares are sent to a broker who manages
them for target company shareholders. The shareholders of the target company are only
taxed when they sell their new shares. When the deal is closed, investors usually receive a
new stock in their portfolios - the acquiring company's expanded stock. Sometimes
investors will get new stock identifying a new corporate entity that is created by the M&A
deal.
Break Ups
As mergers capture the imagination of many investors and companies, the idea of getting
smaller might seem counterintuitive. But corporate break-ups, or de-mergers, can be very
attractive options for companies and their shareholders.
Advantages
                     The rationale behind a spin-off, tracking stock or carve-out is that "the
parts are greater than the whole." These corporate restructuring techniques, which involve
the separation of a business unit or subsidiary from the parent, can help a company raise
additional equity funds. A break-up can also boost a company's valuation by providing
powerful incentives to the people who work in the, making it more difficult to attract
interest from institutional investors. Meanwhile, there are the extra costs that the parts of
the business face if separated. When a firm divides itself into smaller units, it may be losing
the separating unit, and help the parent's management to focus on core operations. Most
importantly, shareholders get better information about the business unit because it issues
separate financial statements. This is particularly useful when a company's traditional line
of business differs from the separated business unit. With separate financial disclosure,
investors are better equipped to gauge the value of the parent corporation. The parent
company might attract more investors and, ultimately, more capital. Also, separating a
subsidiary from its parent can reduce internal competition for corporate funds. For
investors, that's great news: it curbs the kind of negative internal wrangling that can



                                              15
compromise the unity and productivity of a company. For employees of the new separate
entity, there is a publicly traded stock to motivate and reward them. Stock options in the
parent often provide little incentive to subsidiary managers, especially because their efforts
are buried in the firm's overall performance.


Disadvantages
                      That said, de-merged firms are likely to be substantially smaller than
their parents, possibly making it harder to tap credit markets and costlier finance that may
be affordable only for larger companies. And the smaller size of the firm may mean it has
less representation on major indexes synergy that it had as a larger entity. For instance, the
division of expenses such as marketing, administration and research and development
(R&D) into different business units may cause redundant costs without increasing overall
revenues.
Restructuring Methods
                  There are several restructuring methods: doing an outright sell-off, doing
an equity carve-out, spinning off a unit to existing shareholders or issuing tracking stock.
Each has advantages and disadvantages for companies and investors. All of these deals are
quite complex.
Sell-Offs
                 A sell-off, also known as a divestiture, is the outright sale of a company
subsidiary. Normally, sell-offs are done because the subsidiary doesn't fit into the parent
company's core strategy. The market may be undervaluing the combined businesses due to
a lack of synergy between the parent and subsidiary. As a result, management and the
board decide that the subsidiary is better off under different ownership. (IPO) of shares,
amounting to a partial sell-off. A new publicly-listed company is created, but the parent
keeps a controlling stake in the newly traded subsidiary. A carve-out is a strategic avenue a
parent firm may take when one of its subsidiaries is growing faster and carrying higher
valuations than other businesses owned by the parent. A carve-out generates cash because
shares in the subsidiary are sold to the public, but the issue also unlocks the value of the
subsidiary unit and enhances the parent's shareholder value. The new legal entity of a
carve-out has a separate board, but in most carve-outs, the parent retains some control. In



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these cases, some portion of the parent firm's board of directors may be shared. Since the
parent has a controlling stake, meaning both firms have common shareholders, the
connection between the two will likely be strong. That said, sometimes companies carve-
out a subsidiary not because it's doing well, but because it is a burden. Such an intention
won't lead to a successful result, especially if a carved-out subsidiary is too loaded with
debt, or had trouble even when it was a part of the parent and is lacking an established track
record for growing revenues and profits. Carve-outs can also create unexpected friction
between the parent and subsidiary. Problems can arise as managers of the carved-out
company must be accountable to their public shareholders as well as the owners of the
parent company. This can create divided loyalties.
Spin-offs
                           A spin-off occurs when a subsidiary becomes an independent
entity. The parent firm distributes shares of the subsidiary to its shareholders through a .
Since this transaction is a dividend distribution, no cash is generated. Thus, spin-offs are
unlikely to be used when a firm needs to finance growth or deals. Like the carve-out, the
subsidiary becomes a separate legal entity with a distinct management and board. Besides
getting rid of an unwanted subsidiary, sell-offs also raise cash, which can be used to pay off
debt. In the late 1980s and early 1990s, corporate would use debt to finance acquisitions.
Then, after making a purchase they would sell-off its subsidiaries to raise cash to service
the debt. The raiders' method certainly makes sense if the sum of the parts is greater than
the whole. When it isn't, deals are unsuccessful.
Equity Carve-Outs
            More and more companies are using equity carve-outs to boost shareholder
value. A parent firm makes a subsidiary public through a raider’s initial public offering
stock dividend meaning they don't grant shareholders the same voting rights as those of the
main stock. Each share of tracking stock may have only a half or a quarter of a vote. In rare
cases, holders of tracking stock have no vote at all. Like carve-outs, spin-offs are usually
about separating a healthy operation. In most cases, spin-offs unlock hidden shareholder
value. For the parent company, it sharpens management focus. For the spin-off company,
management doesn't have to compete for the parent's attention and capital. Once they are
set free, managers can explore new opportunities. Investors, however, should beware of



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throw-away subsidiaries the parent created to separate legal liability or to off-load debt.
Once spin-off shares are issued to parent company shareholders, some shareholders may be
tempted to quickly dump these shares on the market, depressing the share valuation.




Tracking Stock
           A tracking stock is a special type of stock issued by a publicly held company to
track the value of one segment of that company. The stock allows the different segments of
the company to be valued differently by investors. Let's say a slow-growth company
trading at a low (P/E ratio) happens to have a fast growing business unit. The company
might issue a tracking stock so the market can value the new business separately from the
old one and at a significantly higher P/E rating. Why would a firm issue a tracking stock
rather than spinning-off or carving-out its fast growth business for shareholders? The
company retains control over the subsidiary; the two businesses can continue to enjoy
synergies and share marketing, administrative support functions, a headquarters and so on.
Finally, and most importantly, if the tracking stock climbs in value, the parent company can
use the tracking stock it owns to make acquisitions. Still, shareholders need to remember
that tracking stocks are price-earnings ratio class B
Why They Can Fail
              It's no secret that plenty of mergers don't work. Those who advocate mergers
will argue that the merger will cut costs or boost revenues by more than enough to justify
the price premium. It can sound so simple: just combine computer systems, merge a few
departments, use sheer size to force down the price of supplies and the merged giant should
be more profitable than its parts. In theory, 1+1 = 3 sounds great, but in practice, things can
go awry.
                    Historical trends show that roughly two thirds of big mergers will
disappoint on their own terms, which means they will lose value on the stock market. The
motivations that drive mergers can be flawed and efficiencies from economies of scale may
prove elusive. In many cases, the problems associated with trying to make merged
companies work are all too concrete.
Flawed Intentions



                                              18
              For starters, a booming stock market encourages mergers, which can spell
trouble. Deals done with highly rated stock as currency are easy and cheap, but the strategic
thinking behind them may be easy and cheap too. Also, mergers are often attempt to
imitate: somebody else has done a big merger, which prompts other top executives to
follow suit. A merger may often have more to do with glory-seeking than business strategy.
The executive ego, which is boosted by buying the competition, is a major force in M&A,
especially when combined with the influences from the bankers, lawyers and other assorted
advisers who can earn big fees from clients engaged in mergers. Most CEOs get to where
they are because they want to be the biggest and the best, and many top executives get a big
bonus for merger deals, no matter what happens to the share price later. On the other side
of the coin, mergers can be driven by generalized fear. Globalization, the arrival of new
technological developments or a fast-changing economic landscape that makes the outlook
uncertain are all factors that can create a strong incentive for defensive mergers. Sometimes
the management team feels they have no choice and must acquire a rival before being
acquired. The idea is that only big players will survive a more competitive world.
The Obstacles to making it Work
                 Coping with a merger can make top managers spread their time too thinly
and neglect their core business, spelling doom. Too often, potential difficulties seem trivial
to managers caught up in the thrill of the big deal. The chances for success are further
hampered if the corporate cultures of the companies are very different. When a company is
acquired, the decision is typically based on product or market synergies, but cultural
differences are often ignored. It's a mistake to assume that personnel issues are easily
overcome. For example, employees at a target company might be accustomed to easy
access to top management, flexible work schedules or even a relaxed dress code. These
aspects of a working environment may not seem significant, but if new management
removes them, the result can be resentment and shrinking productivity. More insight into
the failure of mergers is found in the highly acclaimed study from McKinsey, a global
consultancy. The study concludes that companies often focus too intently on cutting costs
following mergers, while revenues, and ultimately, profits, suffer. Merging companies can
focus on integration and cost-cutting so much that they neglect day-to-day business,
thereby prompting nervous customers to flee. This loss of revenue momentum is one



                                             19
reason so many mergers fail to create value for shareholders. But remember, not all
mergers fail. Size and global reach can be advantageous, and strong managers can often
squeeze greater efficiency out of badly run rivals. Nevertheless, the promises made by deal
makers demand the careful scrutiny of investors. The success of mergers depends on how
realistic the deal makers are and how well they can integrate two companies while
maintaining day-to-day operations.




                                            20
                                 Objective of the Study


 Gain an in-depth knowledge about various corporate valuation techniques.
 Critically examine the rationale behind the acquisition of Corus by Tata Steel.
 Understand the advantages and disadvantages of cross-border acquisitions.
 Understand the need for growth through acquisitions in foreign countries.
 Study the regulations governing mergers & acquisitions in the case of a cross-border
   acquisition.
 Get insights into the consolidation trends in the Indian and global steel industries.




                                             21
                       Literature Review – The steel industry


THE GLOBAL STEEL INDUSTRY
The current global steel industry is in its best position in comparing to last decades. The
price has been rising continuously. The demand expectations for steel products are rapidly
growing for coming years. The shares of steel industries are also in a high pace. The steel
industry is enjoying its 6th consecutive years of growth in supply and demand. And there is
many more merger and acquisitions which overall buoyed the industry and showed some
good results.
                   The subprime crisis has lead to the recession in economy of different
Countries, which may lead to have a negative effect on whole steel industry in coming
years. However steel production and consumption will be supported by continuous
economic growth.


CONTRIBUTION OF COUNTRIES TO GLOBAL STEEL INDUSTRY




Fig-1



                                            22
The countries like China, Japan, India and South Korea are in the top of the above in steel
production in Asian countries. China accounts for one third of total production i.e. 419m
ton, Japan accounts for 9% i.e. 118m ton, India accounts for 53m ton and South Korea is
accounted for 49m ton, which all totally becomes more than 50% of global production.
Apart from this USA, BRAZIL, UK accounts for the major chunk of the whole growth.
The steel industry has been witnessing robust growth in both domestic as well as
international markets. In this article, let us have a look at how has the steel industry
performed globally in 2007.


Capacity: The global crude steel production capacity has grown by around 7% to 1.6 bn in
2007 from 1.5 bn tonnes in 2006. The capacity has shown a growth rate of 7% CAGR since
2003. The additions to capacity over last few years have ranged from 36 m tonnes in 2004
to 108 m tonnes in 2007. Asian region accounts for more than 60% of the total production
capacity of world, backed mainly by capacity in China, Japan, India, Russia and South
Korea. These nations are among the top steel producers in the world.




Fig-2



                                            23
Production: The global steel production stood at 1.3 bn tonnes in 2007, showing an
increase of 7.5% as compared to 2006 levels. The global steel production showed a growth
of 8% CAGR between 2003 and 2007. China accounts for around 36% of world crude steel
production followed by Japan (9%), US (7%), Russia (5%) and India (4%). In 2007, all the
top five steel producing countries have showed an increase in production except US, which
showed a decline.


        Rank Country          Production (mn tonnes)        World share (%)
        1     China           489                           36.0%

        2     Japan           120                           9.0%

        3     US              98                            7.0%

        4     Russia          72                            5.0%

        5     India           53                            4.0%

        6     South Korea     51                            3.5%
                                                             Source: JSW Steel AR FY08

    Table-1
Consumption: The global steel consumption grew by 6.6% to 1.2 bn tonnes as compared
to 2006 levels. The global finished steel consumption showed a growth of 8% CAGR, in
line with the production, between the period 2003 and 2007. The finished steel
consumption in China and India grew by 13% and 11% respectively in 2007. The BRIC
countries were the major demand drivers for steel consumption, accounting for nearly 80%
of incremental steel consumption in 2007.
    Rank Country            Consumption (mn tonnes)           World share (%)

    1       China           408                               36.0%

    2       US              108                               9.0%

    3       Japan           80                                6.7%

    4       South Korea     55                                4.6%

    5       India           51                                4.2%




                                            24
    6        Russia         40                                 3.3%
                                                               Source: JSW Steel AR FY08

   Table-2
Outlook: As per IISI estimates, the finished steel consumption in world is expected to
reach a level of 1.75 bn tonnes by 2016, growth of 4% CAGR over the consumption level
of 2007. The steel consumption in 2008 and 2009 is estimated to grow above 6%


Indian Steel Industry
India, which has emerged among the top five steel producing and consuming countries over
the last few years, backed by strong growth in its economy.
Capacity: Steel capacity increased by 6% to 60 m tonnes in FY08. It registered a robust
growth of 8% CAGR between the period FY04 and FY08. The capacity expansion in the
country was primarily through brown field expansions as it requires lower investments than
a greenfield expansion.




 Fig-3


Production: Steel production has registered a growth of 6% to reach a level of 54 m tonnes
in FY8. The production has grown nearly in line with the capacity expansion and registered
a growth of 7% CAGR with an average capacity utilization of 92% between the period



                                            25
FY04 and FY08. India is currently the fifth largest producer of steel in the world,
contributing almost 4% of the total steel production in world. The top three steel producing
companies (SAIL, Tata Steel and JSW Steel) contributed around 45% of the total steel
production in FY08.




 Fig-4


Consumption: Steel consumption has increased by 10% to 51.5 m tonnes in FY08.
Consumption growth has been exceeding production growth since past few years. It grew
at a CAGR of 12% between FY04 and FY08. Construction & infrastructure, manufacturing
and automobile sectors accounted for 59%, 13% and 11% for the total consumption of steel
respectively in FY08. Although steel consumption is rapidly growing in the country, the
per capita steel consumption still stands at 48 kgs. Moreover, in the rural areas in the
country, it stands at a mere 2 kg. It should be noted that the world’s average per capita steel
consumption was 189 kg and while that of China was 309 kg in 2007.




                                              26
 Fig-5
Trade equations: India became net importer of steel in FY08 with estimated net imports
of 1.9 m tonnes. In the past few years, its exports have remained at more or less the same
levels while on the other hand, imports have increased on the back of robust demand and
capacity constraints in the domestic markets. The imports showed a growth of around 48%
while exports declined by around 6% in FY08.
Outlook: As per IISI estimates, the demand for steel in India are expected to grow at a rate
of 9% and 12% in 2008 and 2009. The medium term outlook for steel consumption remains
extremely bullish and is estimated at an average of above 10% in the next few years.


                                     Tata Vs Corus


Corus
         The Corus was created by the merger of British Steel and Dutch steel company,
Hoogovens. Corus was Europe’s second largest steel producer with a production of 18.2
million tonnes and revenue of GDP 9.2 billion (in 2005). The product mix consisted of
Strip steel products, Long products, Distribution and building system and Aluminum. With
the merger of British Steel and Hoogovens there were two assets the British plant asset
which was older and less productive and the Dutch plant asset which was regarded as the
crown jewel by every one in the industry. They have union issues and are burdened with
more than $ 13 billion of pension liabilities. The Corus was making only a profit of $ 1.9


                                            27
billion from its 18.2 million tonnes production per year (compared to $ 1.5 billion form 8.7
million tone capacity by Tata).
                          The Corus was having leading market position in construction and
packaging in Europe with leading R&D. The Corus was the 9th largest steel producer in the
world. It opened its bid for 100 % stake late in the 2006. Tata (India) & CSN (Companhia
Siderurgica       Nacional)         emerged         as        most     powerful       bidders.


CSN (Companhia Siderurgica Nacional)
          CSN (Companhia Siderurgica Nacional) was incorporated in the year 1941. The
company initially focused on the production of coke, pig iron castings and long products.
The company was having three main expansions at the Presidente Vargas Steel works
during the 1970’s and 1980’s. The first completed in the year 1974, increased installed
capacity to 1.6 million tons of crude steel. The second completed in 1977, raised capacity
to 2.4 million tons of crude steel. The third completed in the year 1989, increased capacity
to 4.5 million tons of crude steel. The company was privatized by the Brazilian government
by selling 91 % of its share.
                  The Mission of CNS is to increase value for the shareholders. Maintain
position as one of the world’s lowest-cost steel producer. Maintain a high EBITDA and
strengthen position as a global player. CNS is having fully integrated manufacturing
facilities. The crude steel capacity was 5.6 million tons. The product mix consisted of
Slabs, Hot and Cold rolled Galvanized and Tin mill products. In 2004 CSN sold steel
products to customers in Brazil and 61 other countries. In 2002, 65 % of the steel sales
were in domestic market and operating revenues were 70 %. In 2003, the same figures were
59 % and 61 % and in 2004 the same figures were 71% and 73 %. The principal export
markets    for   CSN    were      North   America        (44%),Europe(32%)   and   Asia(11%).


Tata Steel
       Tata steel, India’s largest private sector steel company was established in the
1907.The Tata steel which falls under the umbrella of Tata sons has strong pockets and
strong financials to support acquisitions. Tata steel is the 55th in production of steel in




                                              28
world. The company has committed itself to attain global scale operations.
Production capacity of Tata steel is given in the table below:-




         Table-3
The product mix of Tata steel consist of flat products and long products which are in the
lower value chain. The Tata steel is having a low cost of production when compared to
Corus. The Tata steel was already having its capacity expansion with its indigenous
projects to the tune of 28 million tones.


Indian Scenario


           After liberalization, there have been no shortages of iron and steel materials in
the country. Apparent consumption of finished (carbon) steel increased from 14.84 Million
tonnes in 1991-92 to 39.185 million tonnes (Provisional) in 2005-06. The steel industry
which was facing a recession for some time has staged a turn around since the beginning of
2002. Demand has started showing an uptrend on account of infrastructure boom. The steel
industry is buoyant due to strong growth in demand particularly by the demand for steel in
China. The Steel industry was de-licensed and de-controlled in 1991 & 1992 respectively.



                                             29
Today, India is the 7th largest crude steel producer of steel in the world. In 2005-06,
production of Finished (Carbon) Steel was 44.544 million tonnes. Production of Pig Iron in
2005-06 was 4.695 Million Tonnes. The share of Main Producers (i.e. SAIL, RINL and
TSL) and secondary producers in the total production of Finished (Carbon) steel was 36%
and 64% respectively during the period of April-November, 2006.
Corus decides to sell Reasons for decision:
 Total debt of Corus is 1.6bn GBP
 Corus needs supply of raw material at lower cost
 Though Corus has revenues of $18.06bn, its profit was just $626mn (Tata’s revenue
   was $4.84 bn & profit $ 824mn)
 Corus facilities were relatively old with high cost of production
 Employee cost is 15 %( Tata steel- 9%)
Tata Decides to bid: Reasons for decision:
    Tata is looking to manufacture finished products in mature markets of Europe.
    At present manufactures low value long and flat steel products while Corus
       produces high value stripped products
    A diversified product mix will reduce risks while higher end products will add to
       bottom line.
    Corus holds a number of patents and R & D facility.
    Cost of acquisition is lower than setting up a green field plant and marketing and
       distribution channels
    Tata is known for efficient handling of labour and it aims at reducing employee
       cost and improving productivity at Corus
    It had already expanded its capacities in India.
    It will move from 55th in world to 5th in production of steel globally.


Tata Steel Vs CSN: The Bidding War
             There was a heavy speculation surrounding Tata Steel's proposed takeover of
Corus ever since Ratan Tata had met Leng in Dubai, in July 2006. On October 17, 2006,
Tata Steel made an offer of 455 pence a share in cash valuing the acquisition deal at US$
7.6 billion. Corus responded positively to the offer on October 20, 2006.



                                             30
Agreeing to the takeover, Leng said, "This combination with Tata, for Corus shareholders
and employees alike, represents the right partner at the right time at the right price and on
the right terms." In the first week of November 2006, there were reports in media that Tata
was joining hands with Corus to acquire the Brazilian steel giant CSN which was itself
keen on acquiring Corus. On November 17, 2006, CSN formally entered the foray for
acquiring Corus with a bid of 475 pence per share. In the light of CSN's offer, Corus
announced that it would defer its extraordinary meeting of shareholders to December 20,
2006 from December 04, 2006, in order to allow counter offers from Tata Steel and CSN...


Financing the Acquisition
                       By the first week of April 2007, the final draft of the financing
structure of the acquisition was worked out and was presented to the Corus' Pension
Trusties and the Works Council by the senior management of Tata Steel. The enterprise
value of Corus including debt and other costs was estimated at US$ 13.7 billion
The Integration Efforts
Industry experts felt that Tata Steel should adopt a 'light handed integration’ approach,
which meant that Ratan Tata should bring in some changes in Corus but not attempt a
complete overhaul of Corus'systems (Refer Exhibit XI and Exhibit XII for projected
financials of Tata-Corus). N Venkiteswaran, Professor, Indian Institute of Management,
Ahmedabad said, “If the target company is managed well, there is no need for a heavy-
handed integration. It makes sense for the Tatas to allow the existing management to
continue as before.
The Synergies
                Most experts were of the opinion that the acquisition did make strategic
sense for Tata Steel. After successfully acquiring Corus, Tata Steel became the fifth largest
producer of steel in the world, up from fifty-sixth position.There were many likely
synergies between Tata Steel, the lowest-cost producer of steel in the world, and Corus, a
large player with a significant presence in value-added steel segment and a strong
distribution network in Europe. Among the benefits to Tata Steel was the fact that it would
be able to supply semi-finished steel to Corus for finishing at its plants, which were located
closer to the high-value markets.



                                             31
The Pitfalls
Though the potential benefits of the Corus deal were widely appreciated, some analysts had
doubts about the outcome and effects on Tata Steel's performance. They pointed out that
Corus' EBITDA (earnings before interest, tax, depreciation and amortization) at 8 percent
was much lower than that of Tata Steel which was at 30 percent in the financial year 2006-
07.
The Road Ahead
Before the acquisition, the major market for Tata Steel was India. The Indian market
accounted for sixty nine percent of the company's total sales. Almost half of Corus'
production of steel was sold in Europe (excluding UK). The UK consumed twenty nine
percent of its production.


After the acquisition, the European market (including UK) would consume 59 percent of
the merged entity's total production.




                                           32
                                       Arcellor- Mittal Deal


A new steel giant is to be created out of a bitter battle, after Arcelor formally agreed on a
€26.5 billion takeover by rival Mittal Steel. The deal combines Arcelor - a symbol of
successful, pan-European cooperation and economic revival, with operations that span
Luxembourg, Belgium, France and Spain - with a fast- growing conglomerate founded by
the India-born Lakshmi Mittal, who built a fortune turning around sick steel plants in
rapidly expanding markets from Trinidad to Kazakhstan.
              The deal, valued at $33.1 billion, is the latest sign that shareholder activism is
marching through the once staid and sleepy boardrooms of Europe. The agreement to pair
with Mittal caps a wrenching turnaround for Arcelor's management, which once dismissed
Mittal as a "company of Indians" but was forced to backtrack after shareholders threatened
to revolt.
              Politicians in Europe who once criticized Mittal have remained mum in recent
days, and the merger brings hope that protectionist barriers against such deals may be
eroding in Europe.
Mittal is paying €40.37 a share for Arcelor, nearly double what the company was trading at
when Mittal first made an offer in January. The new company named Arcelor-Mittal and
headquartered in Luxembourg. Joseph Kinsch, chairman of Arcelor, is chairman of the new
company, and succeeded by Mittal when Kinsch retires next year.
                        "It's been a long struggle," for investors and Mittal board member.
"Now that we have had an opportunity to be inside, with management’’.The deal would
create "global leadership in steel" not just by ton but by value.
             Getting to this point has involved a bruising fight for both sides. Mittal first made
an unexpected €18.6 billion offer for Arcelor and was swiftly and harshly rebuked by
Arcelor management and a chorus of European politicians who criticized everything from
his grammar to his Indian origins to the quality of his company's steel. Arcelor's bare-
knuckled defense strategy included refusing to meet with Mittal until a string of demands
were met, and simultaneously orchestrating a €13 billion deal with Severstal of Russia to
keep him away.




                                                 33
The case……


      Mittal makes surprise €18.6 billion bid for Arcelor in January 2006
      Arcelor management announce large dividend
      Arcelor makes very positive profit report, which is later found to be inflated
      Arcelor makes rosy forecast for future performance
      Arcelor management and European politicians criticize Mittal
      Arcelor management refuses to meet with Mittal until a string of demands were
        met
      Arcelor tries to get Luxembourg government to write a takeover law shutting
        out Mittal
      Arcelor unions fear job cuts, reduction in social standards
      Arcelor managers fear Mittal will shift emphasis from long- to short-term goals
      Arcelor commits to buy North American steel company that will cause Mittal
        anti-trust problems
        o Agreement contains clause making it costly to not go through with sale


      Arcelor made €13 billion deal with Severstal of Russia, including break-up fee
        of €140 million
      Arcelor, Mittal, and Severstal engage in heavy advertising, meetings with
        investors and politicians
      Arcelor arranges for shareholder meeting where Severstal deal would be
        approved unless 50% plus one of shareholders were present and voted it down,
        an unusually high percent. The meeting isn’t scheduled until after Severstal
        deal has been nearly finalized.
      Mittal raises offer to €26.5 billion, and agreed to cede some management
        control and family voting rights
        o nearly double the price per Arcelor share Arcelor was trading at prior to
             Mittal’s bid in January




                                           34
 Arcelor’s institutional shareholders and hedge funds voice disapproval in
   Severstal deal, support Mittal deal
   o Arcelor management fears shareholders will vote down share buyback
       necessary for Severstal deal to go through
   o Shareholders threaten to oust Arcelor management and sue Arcelor board


 Six percent of Arcelor shareholders sued Arcelor’s board for selling for too
   low a price
   o Unlikely to succeed, given very high premium on Arcelor shares relative to
       pre-takeover-battle price


 Arcelor-Mittal sells valuable Maryland steel mill in August 2007 to satisfy
   U.S. anti-trust authorities




                                    35
CHAPTER – 3: RESEARCH METHODOLOGY




               36
                          Research Methodology
Most sciences have their own specific scientific methods, which are supported by
methodologies (i.e., rationale that support the method's validity).
The social sciences are methodologically diverse using qualitative, quantitative, and mixed-
methods approaches. Qualitative methods include the case study, phenomenology,
grounded theory, and ethnography, among others. Quantitative methods include hypothesis
testing, power analysis, Ratio analysis, observational studies, re sampling, randomized
controlled trials, regression analysis, multilevel modeling, and high-dimensional data
analysis, among others.



Types of Research


The research study under consideration is exploratory type.
Basically there are two broad kinds of researches


    Exploratory Research :            This seeks to discover new relationships.
    Conclusive Research :             It is designed to help executive choose the various
                                       Course of action.


As research design applicable to exploratory studies are different from objectives firmly in
mind while designing the research. Which searching for hypothesis, exploratory designs are
appropriate; when hypothesis have been established and are to be listed, conclusive designs
are needed. It should be noted however, that the research process tends to become circular
over a period of time. Exploratory research may define hypothesis, which are then tested by
conclusive research; but a by product of the conclusive research may be a suggestion of a
new opportunity or a new difficulty.
Other characteristics of exploratory research are flexibility and ingenuity, which
characterize the investigation. As we proceed with the investigating it must be on the alert
to recognize new ideas, as it can then swing the research in the new direction until they


                                              37
have exhausted it or have found a better idea. Thus they may be constantly changing the
focus of invest as new possibilities come to attention.
It should be added here that formal design in the researcher is the key factor.


     Study of secondary sources of information.


The reason for selecting this mode of research for this type is that it’s a probably quickest
and most economical way for research to find possible hypothesis and to take advantage of
the work of to others and utilize their own earlier efforts. Most large companies that have
maintained marketing research programs over a number of years have accumulated
significant libraries of research organizations furnishing continuing data.




Procedure
As it is a secondary research, all the data is selected after rigorous analysis of articles from
newspapers, magazines and internet.
All the research collected is done by professional analyst across the world and is compiled
in this project to understand the financial and business impact of merger and acquisition
more effectively.




                                              38
CHAPTER 4: DESCRIPTIVE WORK




             39
Valuation of Merger and acquisition
A merger is a combination of two corporations in which only one corporation survives and
the merged corporation goes out of subsistence. Alternatively, in merger two corporations
combine and share their resources in order to accomplish mutual objectives and both
companies bring their own shareholders, employees, customers and the community at
large. Acquisition takes place when one firm is purchasing the assets or shares of another
company.


Mergers are often categorised as horizontal, vertical, or conglomerate. A horizontal merger
is one that takes place between two firms in the same line of business whereas vertical
merger involves companies at different stages of production. The buyer expands backwards
in the direction of the source of the raw material or forward in the direction of the
customer. The last one, i.e., conglomerate merger involves companies in unrelated line of
business. This distinction is very much necessary to make and understand the reasons for
the mergers.


The scale and the pace at which merger activities are coming up are remarkable. The recent
booms in merger and acquisitions suggest that the organisations are spending a significant
amount of time and money either searching for firms to acquire or worrying about whether
some other firm will acquire them. Also, mergers are regarded as one of the activities the
purpose of business expansion or a measure of external growth in contrast to internal
growths. The recent phenomenon booms in mergers and acquisitions would increase at a
much faster rate in near future because the world markets are becoming more integrated
because of open trade policies and hence more and more companies are adopting and
forming strategic alliances in order to compete in the competitive world and to maintain
there market shares.


Merger and acquisition decision is an investment decision. This is the most important
decision, which influences both the acquiring firm and the target firm, which is to be
acquired. An organization cannot make that crucial decision without incisive analysis by
financial planners and corporate managers. The acquiring firm must correctly value the


                                            40
firm to be acquired and the acquired firm must get the returns for the goodwill they have
created over the years in the market. Growth through acquisition is occurring in an
unprecedented number of companies today as strategic acquisitions replace the once-
prevalent hostile takeovers by corporate raiders. In the current business environment, it is
vital to understand how to blend strategic and financial concepts to evaluate potential
acquisitions.
Motives
The findings from the theoretical material and the empirical investigation will be analyzed
both horizontally and vertically according to the following: -




 Fig-6




There are two types of motives involved in merger and acquisition and these are Explicit
and Implicit motives.
Explicit Motives
          Synergy: Synergy means that the merged firm will have a greater value than
            the sum of its parts as a result of enhanced revenues and the cost base.
          Economies of Scale: Economic of scale refer to the reduction in unit cost
            achieved by producing a large volume of a product. Horizontal mergers aim at




                                             41
           achieving economies of scale. This phenomenon continues while the firm
           grows to its optimal size, after which a firm experiences diseconomies of scale.
        Economies of Vertical Integration: Economies of vertical integration are
           achieved in vertical mergers. It makes coordination of closely related operating
           activities easier.
        Entry to New Markets and Industries: A firm that wants to enter a new
           market but lacks the know-how can do so through the purchase of an existing
           player in that product or geographical market. This makes the two firms worth
           more together than separately.
        Tax Advantages: Past losses of an acquired subsidiary can be used to
           minimize present profits of the parent company and thus lower tax bills. Thus,
           firms have a reason to buy firms that have accumulated tax losses.
        Diversification: One of the reasons for conglomerate mergers is diversification
           of risk. There are two types of risks associated with businesses- systematic and
           unsystematic risk. Systematic variability cannot be removed by diversification
           and hence mergers are not able to eliminate this risk. Though, unsystematic
           risk can be spread through mergers.
        Managerial Motives: The management team of the acquiring firm tends to
           benefit from the merger activity. The four most important managerial motives
           for merger are empire building, status, power and remuneration.
Implicit Motives
       Hubris: It is like a maturity test for the owners and the company boards of
          directors when they see the opportunity to form a new business cycle.
       Excess of Money: When a company has excess of money, the question of what
          to do with it eventually comes up and this leads towards merger and acquisition.




                                            42
Steps Involved in an Acquisition Valuation
Procedures for Analyzing Valuation of the Firm




                                       Fig-7




                                         43
An acquisition valuation programme can be segregated into five distinct steps like:


Step 1: Establish a motive for the acquisition.
Step 2: Choose a target.
Step 3: Value the target with the acquisition motive built in.
Step 4: Choose the accounting method for the merger/acquisition - purchase or pooling.
Step 5: Decide on the mode of payment - cash or stock.


Evaluations
Implicit Motives

      Financing Mergers




              Fig-8
The triangle in the figure provides a view of acquisition financing mechanism. As the
options for financing the acquisition would increase, the layers in the triangle would also
increase. But the basic question that arises or the consideration that comes is whether the
transaction should be made in cash or stock as it has different effect on the various
stakeholders of both the organizations the acquiring firm as well as the target firm. The


                                              44
influence of method of payment on post-merger financial performance is ambiguous.


Post merger performance maybe affected by the means of payment in the takeover. There
are mainly two ways, in which mergers can be financed,
    Cash
    Stock
Using cash for payment helps the acquirer's shareholders to retain the same level of control
over the company. Another obvious reason of financing mergers through cash is the
simplicity and preciseness that gives a greater chance of success. Another advantage of
using cash to the target's shareholders is that it is more certain in its value. Also, the
recipients can spread their investments by purchasing a wide-ranging portfolio. There is
also a disadvantage to target shareholders. They may be liable to pay capital gains tax. This
is payable when a gain is realized.

        Estimating       Cost        When    the    Merger    is    financed   by    Stock


           The cost depends on the value of the shares in the new company received by the
           shareholders of the selling company.

                                      Cost = N * P of AB - PV of B


       Where,
       N = the number of shares received by the sellers

       P of AB = price per share of the merged firm

       PV of B = present value of B (selling firm)


Workings of Mergers
Merger accounting
A merger can be either treated as a purchase or a pooling of interests. Under this method,
assets of the acquired firm must be reported at the fair market value on the books of the
acquiring firm. Under this method, goodwill, which is the excess of the purchase price over


                                               45
the sum of the fair market values of the individual assets acquired, is generated. Under the
second method, pooling of interests, the assets of the merged firm are valued at the same
level as they were carried out in acquired and acquiring firms.
Tax Considerations
An acquisition can be taxable or tax-free. In a taxable acquisition, shareholders of the
selling firm are treated for tax purposes as having sold their shares and are liable to pay tax
on any capital gains or losses. In a tax-free acquisition, the selling shareholders are viewed
as exchanged their old shares for similar ones, and they do not experience any capital gains
or losses. The taxes paid by the merged firm also depend on the tax-status of the
acquisition. There is no revaluation of assets in a tax-free acquisition, whereas, in a taxable
acquisition, the assets are devalued and any increase or decrease is treated as a taxable gain
or loss.
The Impact of Mergers
Mergers have a universal impact, practically everyone from society, shareholders,
employees, and directors to financial institutions. Society can benefit from the merger if it
results in producing goods at low costs due to economies of scale or improved
management. The acquiring shareholders usually get poor returns and therefore very small
average gains. However, target shareholders usually gain from mergers, as the acquirers
have to pay a substantial premium over the pre-bid share price to convince target
shareholders to sell. Employees may gain or lose from a merger activity. Mergers generate
significant gains to the target firm's stockholders and buyers generally break even, there are
positive benefits from mergers. The yardstick to measure a successful merger is the profit
level. Profitability is the only overall significant identifier.




                                                46
Tata - Corus: Visionary deal or costly blunder?


After four months of twists and turns, Tata Steel has won the race to acquire Corus Group.
The bidding war between Tata Steel and Brazilian company CSN was riveting and ended in
a rapid-fire auction. Initial reactions to the deal were highly diverse and retail investors
were completely puzzled by the market reaction.
                           Going by the stock market reaction, the acquisition was a big
blunder. The stock tanked 10.5 per cent after the deal was announced and another 1.6 per
cent. Investors were worried about the financial risks of such a costly deal.
Media reaction to the deal had been just the opposite. Almost all the reports were adulatory
while editorials praised the coming of age of Indian industry. A prominent financial daily
presented the deal almost as revenge of the natives against the old colonial masters with a
picture of London covered in our national colours. Its editorial warned the market 'not to
bet against Tata', citing the previous instances when skeptics were proved wrong by the
group. Official reaction had been no different and the finance minister even offered all
possible help to the Tata Group.
Was the acquisition too costly for Tata Steel? Was price the only criterion while evaluating
an acquisition? Should managers focus on keeping shareholders happy after every quarter
or should they focus on the long-term, big picture? These are tough questions and,
unfortunately, answers would be clear only after many years - at least in this case.


When could the steel cycle turn?
                    The last few years were some of the best ever for the global steel
industry as robust demand from emerging economies like China pushed up prices. Profits
of steel manufacturers across the globe swelled and their market capitalizations have
multiplied many times.




                                              47
                                     Global Steel output
                                     (in million tonnes)
                 Country                      2005          2006         % change
                  China                      355.8         418.8            17.7
                  Japan                      112.5         116.2             3.3
                   US                         94.9          98.5             3.8
                  Russia                      66.1          70.6             6.8
               South Korea                    47.8          48.4             1.3
                 Germany                      44.5          47.2             6.1
                  India                       40.9          44.0             7.6
                 Ukraine                      38.6          40.8             5.7
                   Italy                      29.4          31.6             7.5
                  Brazil                      31.6          30.9            (2.2)
             World production               1,028.8        1,120.7           8.9


   Table-4
How long will the good times last? Tata Steel believes the steel cycle is in a long-term up
trend and the risk of a downturn in prices is low. In fact, managing director B Muthuraman
said the global steel industry might witness sustained growth as during the 30-year period
between 1945 and 1975.
                           The massive post-war infrastructure build-up in Western countries
led to the sustained steel demand growth in that period. The coming decades would see
similar infrastructure spending in emerging economies and steel demand would continue to
grow, according to this view.
The International Iron and Steel Institute (IISI), a respected steel research body,
corroborates this in its outlook. The growth in demand for global steel would average 4.9
per cent per year till 2010 according to the IISI. Between 2010 and 2015, demand growth is
expected to moderate to 4.2 per cent per annum according to IISI forecasts. Much of this
demand growth would come from China and India, where the IISI estimates growth rates to
be 6.2 per cent and 7.7 per cent annually from 2010 to 2015.
Now let’s consider steel prices. Expectations of sustained demand growth have already led
to massive capacity additions, mostly in emerging markets. Chinese steel capacity has


                                              48
expanded significantly over the last decade while a large number of mega steel plants are
being planned in India. Capacity additions by Russian and Brazilian steelmakers would
also be significant in future as they have access to raw material.
                      Would the capacity additions outrun the demand growth and lead to
subdued steel prices? Under normal circumstances, that could have been a very strong
possibility. But many industry leaders believe that the global steel industry would see a
structural shift in the coming years.
Some of the inefficient steel mills in mature markets would face closure while others would
shift production to high value-added products using unfinished and semi-finished steel
supplied by steel mills in locations like India, Russia and Brazil with access to raw
material. This would limit aggregate supply growth and keep prices stable in future.
Major global steel makers are also not unduly worried about the possibility of large-scale
exports from China, which would depress international steel prices. Chinese capacity is
expected to continue to grow in the coming years, but so would the demand.
Besides, Chinese steel plants are not expected to emerge very efficient as they depend on
imported raw materials, which limit their pricing power. Many steel analysts expect
significant consolidation in the Chinese steel industry as margins erode further in future.
The Chinese government has already started squeezing the smaller units by withdrawing
their raw material import permits.


The need for scale


              Going by the IISI forecasts, global steel demand would be 1.32 billion tonnes
by 2010 and 1.62 billion tonnes by 2015. Even Arcelor-Mittal, the largest global steel
player by far, has a present capacity, which is just 6.8 per cent for projected demand in
2015. To maintain its current share, Arcelor-Mittal would have to add another 50 million
tonnes of capacity by then. This confirms the view that there is still considerable scope for
consolidation in the steel industry.




                                              49
                                     Global steel ranking

                       Company                       Capacity (in million tonnes)


                    Arcelor - Mittal                            110.0

                     Nippon Steel                                32.0

                         Posco                                   30.5

                       JEF Steel                                 30.0

                   Tata Steel - Corus                            27.7

                    Bao Steel China                              23.0

                        US Steel                                 19.0

                         Nucor                                   18.5

                          Riva                                   17.5

                    Thyssen Krupp                                16.5

     Table-5
As the industry consolidates further, Tata Steel - even with its planned greenfield capacity
additions - would have remained a medium-sized player after a decade. This made it
absolutely vital that the company did not miss out on large acquisition opportunities. Apart
from Corus, there are not many among the top-10 steel makers, which would become
possible acquisition targets in the near future.




                                               50
          Tata Steel - Corus : Present capacity (in million tonnes per annum)



             Corus Group (in UK and The Netherlands)                      19



                      Tata Steel - Jamshedpur                              5

                       Nat Steel - Singapore                               2

                   Millennium Steel - Thailand                            1.7

                   Aggregate present capacity                            27.7

     Table-6

         Tata Steel - Corus : Projected capacity(in million tonnes per annum)


             Corus Group (in UK and The Netherlands)                       19


                     Tata Steel - Jamshedpur                               10

                      Tata Steel - Jharkhand                               12

                        Tata Steel - Orissa                                6

                     Tata Steel - Chhattisgarh                             5

                       Nat Steel - Singapore                               2

                   Millennium Steel - Thailand                            1.7

                  Aggregate projected capacity                            55.7

   Table-7


With Corus in its fold, Tata Steel can confidently target becoming one of the top-3 steel
makers globally by 2015. The company would have an aggregate capacity of close to 56
million tonnes per annum, if all the planned greenfield capacities go on stream by then.


                                               51
Neat strategic fit


Corus, being the second largest steelmaker in Europe, would provide Tata Steel access to
some of the largest steel buyers. The acquisition would open new markets and product
segments for Tata Steel, which would help the company to de-risk its businesses through
wider geographical reach.
              A presence in mature markets would also provide Tata Steel an opportunity
to go further up the value chain as demand for specialized and high value-added products in
these markets is high. The market reach of Corus would also help in seeking longer-term
deals with buyers and to explore opportunities for pushing branded products.
                 Corus is also very strong in research and technology development, which
would add to the competitive strength for Tata Steel in future. Both companies can learn
from each other and achieve better efficiencies by adopting the best practices.


But at what cost?


Now that Tata Steel has achieved its strategic objective of becoming one of the major
players in the global steel industry and steel demand growth is likely to be robust over the
next decade, has the company paid too much for Corus? Even those analysts and industry
observers who agree on the positive outlook for steel demand growth and the need to
achieve scale believe so.
        The enterprise valuation of Corus at around $13.5 billion appears too steep based
on the recent financial performance of Corus. Tata Steel is paying 7 times EBITDA of
Corus for 2005 and a higher 9 times EBITDA for 12 months ended 30 September 2006. In
comparison, Mittal Steel acquired Arcelor at an EBITDA multiple of around 4.5.
Considering the fact that Arcelor has much superior assets, wider market reach and is
financially much stronger than Corus, the price paid by Tata Steel looks almost obscenely
high. Tata Steel's B Muthuraman has defended the deal arguing that the enterprise value
(EV) per tonne of capacity is not very high. The EV per tonne for the Tata-Corus deal was
around $710 is only modestly higher than the Mittal-Arcelor deal. Besides, setting up new




                                             52
steel plants would cost anywhere between $1,200 and $1,300 per tonne and would take at
least five years in most developing countries.
          But, are the manufacturing assets of Corus good enough to command this price? It
is a well-known fact that the UK plants of Corus are among the least efficient in Europe
and would struggle to break even at a modest decline in steel prices from current levels.
Recent financial performance of Corus would dent the hopes of Tata Steel shareholders
even further. EBITDA margins, after adjusting for one-time incomes, have steadily
declined over the last 3 years. For the 9-month period ended September 2006, EBITDA
margins of Corus were barely 8 per cent as compared to around 40 per cent for Tata Steel.
Corus Financials
Year                                              2004     2005      Jan-Sep 2006
Revenues                                          18.32    19.91     14.10
EBITDA                                            1.91     1.86      1.12
EBITDA Margin (%)                                 10.44    9.34      7.96
Operating Profits                                 1.30     1.17      0.75
Operating Profit Margin (%)                       7.09     5.89      5.29
Net Profit                                        0.87     0.72      0.25
Net Profit Margin (%)                             4.73     3.63      1.77
Figures in $ Billion
Table-8
The price of an asset is more a factor of its future earnings potential than its past earnings
record. Operating margins of Corus can be significantly improved if Tata Steel can supply
slabs and billets. Tata Steel is targeting consolidated EBITDA margins of around 25 per
cent as and when it starts supplying crude steel to Corus. If the company can sustain such
margins on the enlarged capacities, it would be quite impressive.
But that is a long way off as Tata Steel would have sufficient crude steel capacity only
when its proposed new plants become operational. Till then, the company is targeting to
maximize gains through possible synergies between the two operations, which are expected
to yield up to $350 million per annum within three years. In the meanwhile, Tata Steel has
to make sure that cash flows from Corus are sufficient to service the huge amount of debt,



                                             53
which is being availed to finance the acquisition. According to the details available so far,
Tata Steel would contribute $4.1 billion as equity component while the balance $9.4
billion, including the re-financing of existing debt of Corus after adjusting for cash balance,
would be financed through debt. The debt facilities are believed to be structured in such a
way that they can be serviced largely from the cash flows of Corus.
Interest rates on credit facilities for such buy-outs are often higher than market rates
because of the risks involved. At an expected interest rate of 7 per cent per annum, the
interest outgo alone would be over $650 million per year. Along with repayment of
principal, the annual fund requirement to service this debt would be around $1.5 billion -
assuming a 10-year repayment horizon.
The current cash flows of Corus are barely sufficient to cover this, even after considering
the synergy gains. If international steel prices decline even modestly, Tata Steel would
have to dip into its own cash flows or find other sources like an equity dilution to service
the debt.
Besides, funds may also be required for upgrading some of the Corus plants to improve
efficiencies. Tata Steel would have to manage all this without jeopardizing its greenfield
expansion plans which may cost a staggering $20 billion over the same 10-year period.
No wonder investors are deeply worried!
To its credit, the Tata Steel management has acknowledged that it would not be an easy
task to manage the next five years when Corus would have to hold on to its margins
without the help of cheaper inputs supplied by Tata Steel. If the group can survive this
initial period without much damage, life may become much easier for the Tata Steel
management.
Investors would consider Corus a burden for Tata Steel until such time there is a
perceptible improvement in its margins. That would keep the Tata Steel stock price
subdued and any decline in steel prices would have a disproportionately negative impact on
the stock.
However, long-term investors would appreciate that right now steel manufacturing assets
are costly and Corus was a prized target which made it even more costly. With the strategic
importance of such a large deal in mind, Tata Steel management has taken the plunge. If it




                                              54
can pull it off, even after a decade, the Corus acquisition would become the deal, which
would transform Tata Steel.


Mittal-Arcelor Vs Tata-Corus
The combined entity of Tata-Corus will have a tremendous beneficial reach and scale of 24
million tonne per annum and many synergies, but the market is not willing to wait for the
benefits to come through. Besides, at an EV/EBITDA (enterprise value/earnings before
interest, tax and depreciation) of more than 8 times CY06 financials on consensus estimates
and a replacement value of $679 per tonne, analysts believe the transaction valuation is
stretched. In the Mittal Steel-Arcelor deal, the EV/EBITDA was 6.2 times. In terms of
EV/tonne too, Tata Steel's price, at $700-710 per tonne is higher than what Arcelor
commanded at $586 per tonne. Also, in case of Mittal Steel-Arcelor, the deal involved a
share swap along with cash. Tata Steel will have to shell out hard cash for Corus. And that
means not just more debt on the Tata Steel balance sheet, but also an equity dilution. The
company’s gearing is low at around 0.26:1, so it is in a position to take on debt of around
Rs 8,000 crore, without the debt-equity ratio going for a toss. As for the equity dilution,
Tata Steel has issued warrants to Tata Sons in July 2006, Tata Sons was issued 2.7 crore
shares of Rs 10 each at a price of Rs 516 per share aggregating Rs 1,393 crore. The leading
steel groups that follow Arcelor Mittal are quite a distance from owning 50 million tonne
capacity each. In an industry with a capacity of nearly 1.3 billion tonne, the ideal scene
would be half the capacity being owned by not more than ten groups. Tata Steel's
audacious, but successful bid for Corus at an enterprise value of £6.7 million, including
debts of £500 million, gives it a capacity of 28 million tonne, including 8.7 mt of its own.
But the immediate stock market reaction to Tata Steel running away with the trophy in a
head to-head bidding with Brazil's CSN was negative, as market participants thought Corus
at 608 pence, representing a premium of 153 pence on the opening offer, was an expensive
buy. Whether the Tatas are paying a inflated price for Corus will remain a subject of debate
for some time. Ratan Tata is emphatic that he is not paying anything that is beyond
prudence. It may not look so at this point, but the acquisition cost for the Tatas will be
justified, as the valuation of steel assets around the world will keep on rising. Corus got
sold at 9 times its earnings (EBITDA). Some months ago, Mittal muscled his way into


                                            55
Arcelor by paying 6.2 times the target company's earnings. To put it differently, Corus
costs the Tatas $700 for each tonne of steel against Mittal's payment of $670 a tonne for
Arcelor. But, we know that a recent steel deal in the
US were clinched at nearly $1,000 a tonne.



COMPETITION ANALYSIS OF STEEL INDUSTRY


Concentration Ratio
In Economics the concentration ratio of an industry is used as an indicator of the relative
size of firms in relation to the industry as a whole. This may also assist in determining the
market form of the industry. One commonly used concentration ratio is the four-firm
concentration ratio, which consists of the market share, as a percentage, of the four largest
firms in the industry. In general, the N-firm concentration ratio is the percentage of market
output generated by the N largest firms in the industry.


    The 4 firm concentration ratio of the Iron and Steel Industry is 71%.


    This implies that there is oligopoly in the industry as it is dominated
       my few major players. Major percentage of market output is generated by the 4
       largest firms in the industry.


Herfindahl Index:
The Herfindahl index, also known as Herfindahl-Hirschman Index or HHI, is a measure of
the size of firms in relationship to the industry and an indicator of the amount of
competition among them. It is an economic concept but widely applied in competition law
and antitrust. It is defined as the sum of the squares of the market shares of each individual
firm. As such, it can range from 0 to 1 moving from a very large amount of very small
firms to a single monopolistic producer. Decreases in the Herfindahl index generally
indicate a loss of pricing power and an increase in competition, whereas increases imply
the opposite.



                                             56
    Value of Herfindahl index for Indian Steel Industry is .2470.


    It implies that the competition in the steel industry is medium to high and high
       concentration.


MERGERS AND ACQUISITIONS
Active mergers and acquisitions (M&A s) among players were indicative of the
consolidation dynamics within the steel industry globally.
Consolidation among top steel companies would continue in 2008 since industry players
are engaged in an unfettered rush for scale. In so doing steelmakers are pursuing two main
objectives: by purchasing additional production capacity they aim to both improve their
cost structure and increase their market clout. The merger of the world’s two biggest
steelmakers Mittal Steel (Netherlands) and Arcelor (Luxembourg) will create an industry
giant whose output is nearly four times as much as that of the next biggest player (Nippon
Steel) and eight times as much as SAIL’s. If it continues like this 35% of steel production
confined in the top 10 companies within the next five years. Consolidation among industry
players would be driven by strategic fits between companies, rather than financially
centered deals. A company can be a good strategic fit for merger if it has, among other
things, attractive access to raw materials, production capabilities, proven success in
complementary markets, new technologies or patented products and a successful global
supply network.
In India the three biggest steelmakers, whose combined output is almost 20 million tons,
have a market share of 51%. Their domestic competitors are numerous medium sized and
smallish companies. One of these, for example, is Ispat with an output of 2 million tons.
More mergers can be expected between companies of this size as these firms need to
improve their position with regard to the powerful suppliers of raw materials. But till now
there is no sign of acquisition or mergers of Indian steel companies within India because
most of the major producers are public. As different major global steel producers like
Arcelor-Mittal, Posco and others are setting up plants in India, competition in the future
will increase. In that case several mid-size domestic companies may go for mergers. But if


                                            57
we see from the current position of the industry we can say that in future Indian steel
industry will remain oligopoly or can become a competitive one.


Global mergers and acquisitions


The ideal way to make headway in production


The steel industry has been witness to some mega deals recently through mergers and
acquisitions, with Mittal Steel reaching the pinnacle in steel production across the globe,
while others have only been too keen to followed suit. The foremost reason for this strategy
is to increase commercial production capacity within the stipulated time period with
minimum investment. The latest to join the bandwagon is Tata Steel which bought out
Rawmet Ferrous Industries, an unlisted Kolkata-based Ferro alloys player, for an
undisclosed amount. Rawmet has a Ferro alloy plant near Cuttack consisting of two 16.5
MVA semi closed electric arc furnace having the production capacity of around 50,000
tonnes of high carbon Ferro chrome per annum. The agreement was signed in Bhubaneswar
by Tata Steel and representatives of IMR Metallurgical Resources, which holds a 66.46%
equity stake in Rawmet. Officials of Rawmet Commodities, which holds 12.48% equity
stake, were also present during the occasions. Rawmet Ferrous Industries is planning to set
up a Ferro alloy plant along with a waste-based power plant and a coke oven battery at
Anantapur village in Cuttack district. The development of the facility will be implemented
in four phases. The total cost of the entire project is projected to be Rs 326.50 crore.


MITTAL BAGGED ARCELOR:
Arcelor SA accepted India-born L N Mittal group's takeover bid with improved quoting by
10% to 25.9 billion Euros ($32.4 billion), thus creating the world's largest steel entity. This
acquisition positioned Mittal Steel as the largest steel producer in the world with about 10
per cent of total steel production worldwide. Arcelor had entered into a strategic tie up
Severstal which was perceived to be as a last ditch effort to thwart Mittal's bid, which
ultimately proved unsuccessful. The final decision preferring Mittal to Russian steel giant
Severstal was taken after a marathon meeting of the Board at the company's headquarters.



                                              58
The merger created the world's largest steelmaker, to be called Arcelor-Mittal, with annual
production capacity of more than 110 million tons per annum. While the combined
company will control 10 percent of the world's steel production, it's not a monopoly by any
means, commented experts. Geographically, the companies don't overlap nor do they
compete with each other; prior to this deal Mittal didn't have a presence in Europe, where
Arcelor was essentially concentrated. About 150 of the plant's nearly 2,500 Workers took
voluntary layoffs up to a month. They could be called back if needed. Mittal officials
estimate the outage will cost the company 250,000 tons of iron-making, nearly a month's
work. The loss should be covered by insurance.


Tata and Corus:
In addition to Tata Steel's bid for Corus, the largest private sector steel producer in India
has made a mark and consolidated it is presence in the foreign land, through acquisition his
latest one's being in Indonesia. In case of Corus, only time will tell whether Tata Steel
would succeed or not, but in other endeavours the company has already succeeded in
acquiring some steel plants. Tata Steel, the country's largest private sector steel company,
was in talks with Anglo American of South Africa to acquire its 79 per cent stake in
Highveld Steel. While the Highveld acquisition is still going through the evaluation
process. According to analysts, if the acquisition of Highveld Steel goes through to
completion, Tata Steel's production capacity will go up to 6 million tonne from the current
level of 5 million tonne. Highveld, the largest vanadium producer in the world,
manufactures steel, vanadium products, Ferro-alloys, carbonaceous products and metal
containers and closures. Analysts observe a clear trend in Tata Steel's plans to expand
capacities. But Highveld was not supposed to be the first global acquisition for Tata Steel.
In February 2005, the company completed the acquisition of Singapore's largest steel
company, NatSteel Asia, which has a two-million tonne steel capacity with presence across
Singapore, Thailand, China, Malaysia, Vietnam, the Philippines and Australia. As per the
deal, the enterprise value of NatSteel Asia was pegged at Rs 1,313 crore. Tata Steel has
plans to establish steel manufacturing units in Iran and Bangladesh too. With a stated vision
to become a 20-25 million tonne company by 2015, the company has also signed a few
joint ventures and announced organic expansion plans.



                                             59
SWOT ANALYSIS OF THE STEEL INDUSTRY


Strengths


1. Availability of iron ore and coal
2. Low labour wage rates
3. Abundance of quality manpower
4. Mature production base


Weaknesses
1. Unscientific mining
2. Low productivity
3. Coking coal import dependence
4. Low R&D investments
5. High cost of debt
6. Inadequate infrastructure


Opportunities
1. Unexplored rural market
2. Growing domestic demand
3. Exports
4. Consolidation


Threats
1. China becoming net exporter
2. Protectionism in the West
3. Dumping by competitors




                                       60
EXPECTED GROWTH


The International Iron and Steel Institute(IISI) has fore casted that the steel demand will go
of from 1.12 billion ton to 1.19 billion ton in 2008.And this will further increase in a higher
rate up to 2010.In India the growth will be more prominent because of the growth in Real
estate, Aviation, Manufacturing, Automobile sectors.




         Fig-9




                                              61
FACTORS HOLDING BACK THE INDIAN STEEL INDUSTRY


The growth of the Indian steel industry and its share of global crude steel production could
be even higher if they were not being held back by major deficiencies in fundamental areas.
Investment in infrastructure is rising appreciably but remains well below the target levels
set by the government due to financing problems.
.
Energy supply
Power shortages hamper production at many locations. Since 2001 the Indian government
has been endeavouring to ensure that power is available nationwide by 2012. The
deficiencies have prompted many firms with heavier energy demands to opt for producing
electricity with their own industrial generators. India will rely squarely on nuclear energy
for its future power generation requirements. In September 2005 the 15th and largest
nuclear reactor to date went on-line. The nuclear share of the energy mix is likely to rise to
roughly 25% by 2050. Overall, India is likely to be the world’s fourth largest energy
consumer by 2010 after the US, China and Japan.


Problems procuring raw material inputs
Since domestic raw material sources are insufficient to supply the Indian steel industry, a
considerable amount of raw materials has to be imported. For example, iron ore deposits
are finite and there are problems in mining sufficient amounts of it. India’s hard coal
deposits are of low quality. For this reason hard coal imports have increased in the last five
years by a total of 40% to nearly 30 million tons. Almost half of this is coking coal (the
remainder is power station coal). India is the world’s sixth biggest coal importer. The rising
output of electric steel is also leading to a sharp increase in demand for steel scrap. Some
3.5 million tons of scrap have already been imported in 2006, compared with just 1 million
tons in 2000. In the coming years imports are likely to continue to increase thanks to
capacity increases.




                                             62
Inefficient transport system
In India, insufficient freight capacity and a transport infrastructure that has long been
inadequate are becoming increasingly serious impediments to economic development.
Although the country has one of the world’s biggest transport networks – the rail network
is twice as extensive as China’s – its poor quality hinders the efficient supply of goods. The
story is roughly the same for port facilities and airports. In the coming years a total of USD
150 bn is to be invested in transport infrastructure, which offers huge potential for the steel
industry. In the medium to long term this capital expenditure will lay the foundations for
seamless freight transport


RECENT FINACIAL CRISIS AND INDIAN STEEL INDUSRRY


We have witnessed in last few months, the unfolding of financial crises starting from
United States and expanding world over. The exact magnitude and extent of the crises is
fiercely debated among the financial experts. However, this real impact on economy can
easily be observed across many, if not all sectors.
The steel industry has not been spared with the impacts of the financial crises. The total
market valuation of Arcelor Mittal, Nippon steel and JEE has dropped by approx $165
billion. The price of billet in Dubai market has dropped from its height of $125/ton in June
2008 to a recent low of $350 /ton. One of the steepest drops witnessed in recent history.
The wide spread drop in demand for all types of steel required companies to cur production
globally. Arcelor Mittal, one of the largest steel producers, alone has recently announced
more than 30% reduction in production.
It is only human to be frustrated and uncertain of the future. However, over long term, do
we really need to be? We explored the steel production data going back to 1900 during last
100 years the worst drop (13.52%) in steel industry accrued between 1979-82.
This four year drop in global steel production is horrendous. However, if we look at year
over year growth changes in steel industry during a 100 year period from 1900 to 2000 a
more optimistic pictures emerges. There is not even one instance when industry saw a
consecutive four year of negative year over year growth. The worst case situation is three
years of declining year over year growth during 1930-32, 1944-46, and 1980-82.



                                              63
Extending the past patterns of data to predict future is fraught with peril. It is none the less
an important reminder to us that during tumultuous 100 year period the steel industry has
been able to successfully weather world wars ,recession and crises of all the genre. Steel is
a resilient industry.
It is not to say that the current financial crises should not be taken seriously. It should be
however, if history holds the chances the impact of current crises extending beyond 2009
are low. The leading steel companies should take these opportunities to improve their
operational efficiency and effectiveness to better prepare themselves for impending growth
in coming years.


Five-Force Analysis of Steel industry
Backed by robust volumes as well as realizations, steel Industry has registered a
phenomenal growth across the world over the past few years. The situation in the domestic
industry was no exception. In fact, it enjoyed a double digit growth rate backed by a robust
growing economy. However, the current liquidity crisis seems to have created medium
term hiccups. In this article, we have analyzed the domestic steel sector through Michael
Porter’s five force model so as to understand the competitiveness of the sector.
Barriers to entry:
                   We believe that the barriers to entry are medium. Following are the factors
that vindicate our view.
         Capital Requirement: Steel industry is a capital intensive business. It is
            estimated that to set up 1 mtpa capacity of integrated steel plant, it requires
            between Rs 25 bn to Rs 30 bn depending upon the location of the plant and
            technology used.
         Economies of scale: As far as the sector forces go, scale of operation does
            matter. Benefits of economies of scale are derived in the form of lower costs,
            R& D expenses and better bargaining power while sourcing raw materials. It
            may be noted that those steel companies, which are integrated, have their own
            mines for key raw materials such as iron ore and coal and this protects them for
            the potential threat for new entrants to a significant extent.




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         Government Policy: The government has a favorable policy for steel
            manufacturers. However, there are certain discrepancies involved in allocation
            of iron ore mines and land acquisitions. Furthermore, the regulatory clearances
            and other issues are some of the major problems for the new entrants.
         Product differentiation: Steel has very low barriers in terms of product
            differentiation as it doesn’t fall into the luxury or specialty goods and thus does
            not have any substantial price difference. However, certain companies like Tata
            Steel still enjoy a premium for their products because of its quality and its brand
            value created more than 100 years back. Bargaining power of buyers: Unlike the
            FMCG or retail sectors, the buyers have a low bargaining power. However, the
            government may curb or put a ceiling on prices if it feels the need to do so. The
            steel companies either sell the steel directly to the user industries or through
            their own distribution networks. Some companies also do exports.
Bargaining power of suppliers
                        The bargaining power of suppliers is low for the fully integrated
steel plants as they have their own mines of key raw material like iron ore coal for example
Tata Steel. However, those who are non-integrated or semi integrated has to depend on
suppliers. An example could be SAIL, which imports coking coal.
Competition
                          It is medium in the domestic steel industry as demand still exceeds
the supply. India is a net importer of steel. However, a threat from dumping of cheaper
products does exist.
Threat of substitutes
                  It is medium to low. Although usage of aluminum has been rising
continuously in the automobile and consumer durables sectors, it still does not pose any
significant threat to steel as the latter cannot be replaced completely and the cost
differential is also very high.
                  After understanding all the above view points and the current global
scenario, we believe that the domestic steel industry will likely to maintain its momentum
in the long term. However, the growth may get affected in short run. Investors need to




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focus on companies that are integrated, have economies of scale and sell premium quality
products


Articles from Newspaper on steel industry
India aiming to double steel production by 2011-12
Sunday, 14 December 2008


India is aiming to more than double its steel production to 124 million tonnes by 2011-12
and further raise it to 280 million tonnes by 2020, Steel Minister Ram Vilas Paswan told
Rajya Sabha today. Replying to supplementary during Question Hour, Paswan said India
ranked eighth in world steel production when UPA Government took office in 2004 and
has today climbed to 5th spot with 54 million tonnes of annual steel production. "Our
National Steel Policy had targeted 124 million tonnes of steel production by 2020. But we
have now brought the target forward to 2011-12 and for 2020 we are aiming to raise
production capacity to 280 million tonnes," he said. Steel Ministry, he said, was of the view
that high quality iron ore, the reserves of which in the country are very limited, should not
be exported or their export discouraged through high export duties.
The exports cannot be fully stopped as iron ore mines employ some 500,000 people and
their employment cannot be risked, he said adding export duty on iron ores has already
been levied. The global economic slowdown has seen growth in steel consumption in the
country fall to 1.75 per cent from a high of 13 per cent. Also, prices of steel products have
fallen since June. Paswan said his Ministry has been holding consultations with the
industry and recently the Government rolled back export duty on all categories of steel
items, except melting sap, to help producers tide over fall in consumption levels in the
country.
STEEL IMPORT STRENGTHEN 70% IN NOV
(Source-economic times 13th December)


India’s steel imports jumped more than 70% to 1.4 mn tonnes last month against 8 lakh
tonne in the same month a year ago. The sharp rise in imports was due to low-priced
shipments coming from China, Thailand and Ukraine into India at $450-500 per tonne,


                                             66
25% cheaper than the international price, then ruling at $600-700 per tonne. The steel
ministry’s Joint Planning Committee that collects data on iron and steel on a monthly basis
shows that steel imports dipped 10.7% to 5.25 million tonnes in April-October against 5.88
million tonnes in the corresponding period a year ago. Availability of low-priced imports
from some countries resulted in huge imports in November. This happened when domestic
steel makers were cutting production due to lower demand. Last month, the government
imposed 5% import duty on steel products to protect domestic industry against cheap
imports. But steel producers feel the move is insufficient to bring down imports as china as
withdrawn export tax on some steel products to get rid of surplus stock. The government
has also initiated investigation into dumping from China but steel firms feel it’s a lengthy
process and will take at least 8-9 months to complete.




                                             67
68
CHAPTER 5: CONCLUSION AND RECOMMENDATIONS




                     69
Conclusion
The liberalization of industrial policy and other initiatives taken by the Government have
given a definite impetus for entry, participation and growth of the private sector in the steel
industry. While the existing units are being modernized/expanded, a large number of
new/Greenfield steel plants have also come up in different parts of the country based on
modern, cost effective, state-of-the-art technologies. Indian steel players, now, concentrate
on the global market as they know the trend of world market of steel. The recent movement
of Tata steel is also a big evidence for the development of Indian steel industry. The
acquisition of Corus Steel immediately increases the production of capacity of Tata steel by
12 mt.
             One size doesn't fit all. Many companies find that the best way to get ahead is
to expand ownership boundaries through mergers and acquisitions. For others, separating
the public ownership of a subsidiary or business segment offers more advantages. At least
in theory, mergers create synergies and economies of scale, expanding operations and
cutting costs. Investors can take comfort in the idea that a merger will deliver enhanced
market power. By contrast, de-merged companies often enjoy improved operating
performance thanks to redesigned management incentives. Additional capital can fund
growth organically or through acquisition. Meanwhile, investors benefit from the improved
information flow from de-merged companies. M&A comes in all shapes and sizes, and
investors need to consider the complex issues involved in M&A. The most beneficial form
of equity structure involves a complete analysis of the costs and benefits associated with
the deals. What we learned in this:
     A merger can happen when two companies decide to combine into one entity or
         when one company buys another. An acquisition always involves the purchase of
         one company by another.
     The functions of synergy allow for the enhanced cost efficiency of a new entity
         made from two smaller ones - synergy is the logic behind mergers and acquisitions.
     Acquiring companies use various methods to value their targets. Some of these
         methods are based on comparative ratios - such as the P/E and P/S ratios -
         replacement cost or discounted cash flow analysis.




                                              70
     An M&A deal can be executed by means of a cash transaction, stock-for-stock
        transaction or a combination of both. A transaction struck with stock is not taxable.
     Break up or de-merger strategies can provide companies with opportunities to raise
        additional equity funds unlock hidden shareholder value and sharpen management
        focus. De-mergers can occur by means of divestitures, carve-outs spin-offs or
        tracking stocks.
     Mergers can fail for many reasons including a lack of management foresight, the
        inability to overcome practical challenges and loss of revenue momentum from a
        neglect of day-to-day operations.


Finally, our dissertation suggests-


    The economic indicators are all favorable for Growth, temporally slump is
       ephemeral.


    Indian steel industry exudes optimism


    Investment in infrastructure is crucial to step up demand for steel.


    Supply may have to be rationalized in line with the demand (Dom + exports)


    Integrated Mills would hold the key in future growth of Indian Steel supplies.


    New technologies to use indigenous natural resources would have to be developed




                                             71
SUGGESTIONS AND RECOMMENDATIONS


In a giant leap, Tata Steel's acquisition of the Anglo-Dutch steel major Corus has vaulted
the former to the fifth position from 56th in global steel production capacity. With the
exception of Arcelor Mittal, which has combined production capacities of 110 million
tonnes, Tata Corus, with a capacity of 23.5 million tonnes, will be only 5-7 million tonnes
shy of the next three players — Nippon Steel, Posco and JFE Steel. At the same time, it
will also have players such as Bao steel, US Steel, Nucor and Thyssen Krupp breathing
down its neck in the global sweepstakes.
Spelling out the rationale for the deal, Mr. Ratan Tata, Chairman, Tata Sons, has claimed,
"... it will take several years for us (Tatas) to build a 19-million-tonne enterprise from
scratch, leave alone establishing it in Europe with a brand name." In that sense, it is
obviously an important strategic move for Tata Steel with long-term global implications in
a consolidating sector.
This hotly-contested mega deal has, however, come at a stiff price of $12.1 billion in equity
value and with a debt component of around $1.5 billion Corus as an enterprise is worth
$13.6 billion. That takes the winning final bid for the shares of Corus 34 per cent higher
than the initial offer the Tatas made on October 20.
The Tata Steel stock has shed over 10 per cent since the acquisition and has also been a
sharp under-performer relative to the broad market and its sectoral peers over the past six
months. With the debate on "overvaluation' and "winner's curse" hanging over this deal,
here is a look at the implications from a short- and long-term investment perspective:
Short-Term Implications
Investors with a one-to-two year perspective may find the Tata Steel stock unattractive at
current price levels. While the potential downside to the stock may be limited, it may
consolidate in a narrow range, as there appears to be no short-term triggers to drive up the
stock. The formalities for completing the acquisition may take three to four months, before
the integration committees get down to work on the deal. In our view, three elements are
stacked against this deal in the short run:




                                              72
Equity dilution:
The financing of the acquisition is unlikely to pose a challenge for the Tata group, but the
financial risks associated with high-cost debt may be quite high. Though the financing
pattern is yet to be spelt out fully, initial indications are that the $4.1 billion of the total
consideration will flow from Tata Steel/Tata Sons by way of debt and equity contribution
by these two and the balance $8 billion, will be raised by a special investment vehicle
created in the UK for this purpose. Preliminary indications from the senior management of
Tata Steel suggest that the debt-equity ratio will be maintained in the same proportion of
78:22, in which the first offer was made last October.


The Corus steel factory in Ijmuiden, the Netherlands.
Based on this, a 20-25 per cent equity dilution may be on the cards for Tata Steel. The
equity component could be raised in the form of preferential offer by Tata Steel to Tata
Sons, or through GDRs (global depository receipts) in the overseas market or a rights offer
to shareholders.
This dilution is likely to contribute to lower per share earnings, whose impact will be
spread over the next year or so. As Tata Steel also remains committed to its six-million-
tonne greenfield ventures in Orissa, its debt levels may rise sharply in the medium term.
Margin picture:
           Short-term triggers that may help improve the operating profit margin of the
combined entity seem to be missing. In the third quarter ended September 2006, Corus had
clocked an operating margin of 9.2 per cent compared with 32 per cent by Tata Steel for
the third quarter ended December 2006. In effect, Tata Steel is buying an operation with
substantially lower margins.
This is in sharp contrast to Mittal's acquisition of Arcelor, where the latter's operating
margins were higher than the former's and the combined entity was set to enjoy a better
margin. Despite that, on the basis of conventional metrics such as EV/EBITDA and
EV/tonne, Arcelor Mittal's valuation has turned to be lower than Tata Corus. On top of that,
Tata is making an all-cash offer for Corus vis-à-vis the cash-cum-stock swap offer made by
Mittal for Arcelor.




                                              73
Corus has been working on the "Restoring Success" programme aimed at closing the
competitive gap that existed between Corus and the European steel peers. The gap in 2003
was about 6 per cent in the operating profit level when measured against the average of
European competitors. And this programme is expected to deliver the full benefits of 680
million pounds in line with plan. With this programme running out in 2006 and being
replaced by `The Corus Way', the scope for Tata Steel to bring about short-term
improvements in margins may be limited.
Even the potential synergies of the $300-350 million a year expected to accrue to the
bottomline of the combined entity from the third year onwards, may be at lower levels in
the first two years. As outlined by Mr. B. Muthuraman, Managing Director of Tata Steel,
synergies are expected in the procurement of material, in the marketplace, in shared
services and better operations in India by adopting Corus's best practices in some areas.


The steel cycle
        While the industry expects steel prices to remain firm in the next two-three years,
the impact of Chinese exports has not been factored into prices and the steel cycle. There
are clear indications that steel imports into the EU and the US have been rising
significantly. At 10-12 million tonnes in the third quarter of 2006, they are twice the level
in the same period last year and China has been a key contributor.
This has led to considerable uncertainty on the pricing front. Though regaining pricing
power is one of the objectives of the Tata-Corus deal, prices may not necessarily remain
stable in this fragmented industry. The top five players, even after this round of
consolidation, will control only about 25 per cent of global capacities. Hence, the steel
cycle may stabilise only if the latest deal triggers a further round of consolidation among
the top ten producers.
Long-Run Picture
Whenever a strategic move of this scale is made (where a company takes over a global
major with nearly four times its capacity and revenues), it is clearly a long-term call on the
structural dynamics of the sector. And investors will have to weigh their investment options
only over the long run.




                                             74
Over a long time-frame, the management of the combined entity has far greater room to
maneuver, and on several fronts. If you are a long-term investor in Tata Steel, the key
developments that bear a close watch are:
Progress on low-cost slabs
                 Research shows that steel-makers in India and Latin America, endowed
with rich iron ore resources, enjoy a 20 per cent cost advantage in slab production over
their European peers. Hence, any meaningful gains from this deal will emerge only by
2009-10, when Tata Steel can start exporting low-cost slabs to Corus.
This is unlikely to be a short-term outcome as neither Tata Steel's six-million-tonne
greenfield plant in Orissa nor the expansion in Jamshedpur is likely to create the kind of
capacity that can lead to surplus slab-making/semi-finished steel capacity on a standalone
basis.
Second, there may be further constraints to exports as Tata Steel will also be servicing the
requirements of NatSteel, Singapore, and Millennium Steel, Thailand, its two recent
acquisitions in Asia.
However, this dynamic may change if the Tatas can make some acquisitions in low-cost
regions such as Latin America, opening up a secure source of slab-making that can be
exported to Corus's plants in the UK. Or if the iron ore policy in India undergoes a change
over the next couple of years, Tata Steel may be able to explore alternatives in the coming
years.
Restructuring at Corus:
            The raison d'etre for this deal for Tata Steel is access to the European market
and significantly higher value-added presence. In the long run, there is considerable scope
to restructure Corus' high-cost plants at Port Talbot, Scunthorpe and the slab-making unit at
Teesside.
            The job cuts that Tata Steel is ruling out at present may become inevitable in the
long run. Though it may be premature at this stage, over time, Tata Steel may consider the
possibility of divesting or spinning off the engineering steels division at Rotherham with a
production capacity of 1 million tonnes. The ability of the Tatas to improve the combined
operating profit margins to 25 per cent (from around 14 per cent in 2005) over the next four
to five years will hinge on these two aspects.



                                              75
In our view, two factors may soften the risks of dramatic restructuring at the high-cost
plants in UK. If global consolidation gathers momentum with, say, the merger of
Thyssenkrupp with Nucor, or Severstal with Gerdau or any of the top five players, the
likelihood of pricing stability may ease the performance pressures on Tata-Corus.
Two, if the Tatas contemplate global listing (say, in London) on the lines of Vedanta
Resources (the holding company of Sterlite Industries), it may help the group command a
much higher price-earnings multiple and give it greater flexibility in managing its finances.




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Reference


   ANALYSIS FROM CRISIL.
   ECONOMIC TIMES,EXIM NEWSLETTER
   WWW.WORLDSTEEL.ORG
   WWW.CRISIL.COM
   WWW.INDIANINDUSTRY.COM
   HTTP://STEEL.NIC.IN/
   HTTP://EN.WIKIPEDIA.ORG/WIKI/STEEL
   Newspapers like Hindu, Economic Times, Business standard etc.
   Search engine like Google.com, Yahoo.com etc.




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                                         78
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