The practice of consolidation of companies is known as Merger and acquisition, that consists of two words, first being merger, means combining two companies to form as one and single company, whereas acquisition refers to the taking over of one company (Vendor company) by another company (Purchasing Company). The basic objective behind our study is to cover the various aspects of M&A such rationale behind M&A, how the justification for the M&A should be provided after making a thorough analysis of pre and post merger effect, what are the various sources of Funds to facilitate the process and finally how the final outcome of the entire process results into the overall enhancement of shareholder’s value. In order to justify our study we have selected the case study approach along with the questionnaire method by referring the merger of ICICI Bank – Bank of Rajasthan. In this modern era of Banking Industry evidencing the dynamic change in the financial world perhaps can provide the best evidence to justify the process of acquisition.
In order to facilitate our study the major sources of financial data gathered are Annual reports of both of the banks, website of the banks along with the relevant publications of the News journals.
The methodology selected here is the use of various financial ratios and common size financial statements have been used to justify our study. All the relevant financial figures presented are the parts of the secondary data collection.
The ICICI Bank, acquirer was formed in the year 1955 with the initiatives taken by the government of India, representatives of the Industries along with the World Bank collaboration in order to serve the long and medium term project Financing to the Indian Business. A major transformation was noticed in the year 1990 when it converted itself into a developmental financial institution by offering services directly as well as through its various subsidiaries.
The major reason behind selecting the merger of ICICI Bank – Bank of Rajasthan is nothing but to bring out the Instance of compulsory merger option exercised by the various regulatory authorities on the promoters of the Bank of Rajasthan since 2009 as there were lot of evidences showing severe noncompliance by the Bank of Rajasthan. Because of which no option left for the promoters other than to restructure the same. This case study is also an indication towards the fact that Indian Banking Industry still have a strong enough regulatory system for its future survival.
The major reason behind choosing the merger of ICICI Bank- Bank of Rajasathan to prove its worth for our study is enumerated as follows.
The major theories of takeover applicable in the case of acquisition of Mindmeld by CISCO are enumerated hereunder:
1. Efficiency Theory
2. Market Power Theory
3. Bankruptcy Avoidance Theory
1. Efficiency Theory
The efficiency theory of takeover is again of two types, i.e. differential efficiency theory and inefficiency management theory. In the case of Bank of Rajasthan’s acquisition by ICICI Bank is based on inefficient management theory (Svahn, Mathiassen, & Lindgren, 2017) . The reason behind this is that ICICI Bank in the given case is a strong market player, but the Bank of Rajasthan was blamed for lot of non compliances by the various regulatory authorities and consequently the promoters of the Bank sold majority of their stake, there was great risk from operations associated with the Bank of Rajasthan. Hence assigning the leadership in the hands of ICICI Bank would lead to ensure the smooth operation by the merged group.From the various non compliances like decrease in the shareholdings of the promoters of the bank and various penalties imposed by the SEBI on the BOR it was quite evident that the inefficiency in performance of BOR was made public as in the same circumsatnces its acquirer was performing much better. At the same time this deal offered the benefit of synergy to the ICICI which simply aimed at combining the best elements of both of the banks and removing the worst part associated with them.Synergy is achieved only when the merged valuation of the firm goes higher in comparison to their individual valuation that happened in this case by increase in the valuation of shares post merger (Egelund-Mu¨ller, Elsman, Henglein, & Ross, 2017).
In this case the inefficiency of the BOR was replaced by the addition of employees by the ICICI with a view to providing much better delivery of products and services. Because of which the ICICI also got a scope to serve the rural customer.
Again the ICICI raised the level of corporate culture in the BOR through the implementation of CASA principles.
2. Market Power Theory
Market power theory ensures the control of quality, price and supply of the products services in the market to be achieved through the acquisition process. The benefit through merger is the benefit of synergy in operations thereby increasing the operational performance of the ICICI bank by way of reducing the operation cost. In the given case the new customer base and raise in the amount of deposit together with the better outreach to a large group of customer helped the ICICI to gain the market leadership. due to which not only the profitability of the Bank increased but also the barrier to enter the rural market was also removed (Ghofiqi, 2018).It could be evidence from its past history that for gaining the market power it made a number of M&A in past too.
3. Bankruptcy Avoidance Theory
As BOR had been facing huge allegations from various regulatory authorities hence there was a possibility that a time might come to these authorities to declare it an insolvent one, but before this the decision to merge it with ICICI Bank made a miracle.Generally merging a weaker Bank has also a lot of positive and negative effect. Because there will be very few amount of bidder who would like to bid for it.Hence in this case merger was seen as an alternative to Bankruptcy.ICICI though paid 90% Premium on the share of BOR as the Bank didn’t have to search for its target, but BOR had to merge with icici as a result of regulatory provision (Grundy, Held, & Bero, 2017).
Unique reason which necessitated the merger of ICICI Bank- Bank of Rajasthan
The major reasons why the merger of ICICI Bank -Bank of Rajasthan are as follows:
i. The growing instances of non compliances made by Bank of Rajasthan made it an instance of compulsory merger for which the best leader in form of ICICI Bank was chosen (Iggers, 2018).
ii. This merger indicates towards the possible reasons for the weakness in the Indian Banking sector that makes it a target of the strong Bank.
iii. The smart strategic move of a bank in industry to strengthen its position by correctly identifying the target bank to be merged has become evident from the initiative taken by ICICI Bank through its expansion plan (Kaufmann, 2017).
iv. ICICI wants its presence in the northern part of India serving the rural customer as a part of its strategy that was fulfilled by this merger.
v. The ICICI bank planned to increase the number investors in the local region and also to increase the level of comfort for local community and the number of branches and the linking of bank accounts was made easy through this. The number of facilities that could be given to the potential as well as existing customers was increased (Hansen, Otley, & Stede, 2003).
The Bod of directors of both of the banks approved the scheme of merger as on 18th May,2010 on the basis of an all stock plan. The merger of ICICI Bank-Bank of Rajasthan was approved by the Board of directors of the second largest private sector Bank of India,i.e. the ICICI Bank was approved to be a non cash deal involving the equity that was swap option in the ration of 1: 4.72 resulting into the allotment of 25 shares by the ICICI for every 118 shares of the Bank of Rajasthan. This is how the purchase consideration of the company was decided and being paid off (Kusolpalalert, 2018).
In terms of Purchase consideration to be paid to BoR was valued for Rs.30.41 billion, for which each of its share was valued at Rs.189/- plus an amount of Rs.90/- per share ((approx.) as premium.
At the time of merger the total number of outstanding shares of ICICI was 111 crores, whereas for BoR it was 16 crores only and the market capitalization of the former was Rs.99221/-crores, whereas for later it was Rs.1597/- crores (Webster, 2017). Thus, it can be said that the entire purchase consideration was being settled off in terms of equity arrangements and debt was not required. In the financials of ICICI bank post merger, it was shown as equity financing as the balance of equity increased rather than det. So it qualifies as on all equity deal. In the given case, working capital finance was not required as by ICICI bank as the entire thing as being paid off in the form of equity shares.
The following figures also provide major indication towards the fact that the said merger didn’t bring any major changes in the overall financial performance of the Bank, instead it has affected the financial performance in terms of profitability of the ICICI Bank. All the major ratios have been computed for ICICI bank post merger to show the impact of it on the overall business. This was one of the instrumental mergers and brought ICICI bank into one of the top banks in the country with a huge addition in the list of customers served.
ICICI Bank(Pre merger)
Particulars March 2008 March 2009 March 2010
Return on Assets 417.64 444.9 463.01
Return on Net Worth 8.94 7.58 7.79
Return on Investment 62.34 56.72 44.72
Interest Spread 3.51 3.66 5.66
Net Profit Margin 10.51 9.74 12.17
Operating exp/Total Income 26 26.22 29.05
Interest spent/Interest earned 76.28 73.09 68.44
Other Income/Total Income .17 .86 .92
BOR( Pre Merger)
Particulars March 2008 March 2009 March 2010
Return on Assets 69.81 64.8 58.04
(including revaluation)
Return on Net Worth 21.75 18.29 -18.86
Return on Investment 173 185.5 177.5
Interest Spread 5.53 7.03 4.65
Net Profit Margin 9.75 7.81 -6.85
Operating exp/Total Income 21.18 21.12 36.34
Interest spent/Interest earned 70.09 72.16 75.36
Other Income/Total Income 5.99 3.25 4.06
Post Merger
Particulars Post Merger
Return on Assets 478.31
Return on Net Worth 9.35
Return on Investment 42.97
Interest Spread 4.01
Net Profit Margin 15.91
Operating exp/Total Income 24.81
Interest spent/Interest earned 65.29
Other Income/Total Income .02
From the analysis of the above it is quite evident that before merger the net profit ratio of BOR was 10.04% and that of ICICI Bank was 12.17% that reached to a new height of 15.91% after merger. It is the depiction of monopoly gained by ICICI and the goodwill earned by the ICICI that contributed towards increasing the post merger net profit ratio.
Similarly the ROI of BOR was 177.48% and that of ICICI was 44.72% but that reached to a level down to 42.97% after the deal of merger. After the merger net worth of BOR increased by 9.35%.
There are many other ratios which should be noted like the return on assets or how good the assets of the company were being utilized. It shows the efficiency of the company’s assets and the same increased from 417.64 to 478.31% which indicates the increase in efficiency of the operations and how the assets are being used to generate revenue. From the perspective of the bank, the interest spread and the interest spent / interest earned ratio matters a lot and here in this deal, both of them has increased and improved significantly (Yadao, 2018). The interest spread improved from 3.51% before merger to 4.01% post merger which clearly indicates the increase in profitability through reduction in the operating expenses. The interest spent / interest earned was 76.28% before merger and the same decreased to 65.29% post merger and this can be counted as one of the major improvements in the company from the perspective of the profitability. Thus, it can be well said that the company improved not only in terms of profitability but also in terms of liquidity as well as on operations front.
Common Size Financial Statement Analysis
Common size P& L Account of ICICI Bank
|
Particulars |
Pre merger period |
Post Merger Period |
|||
|
March08 |
March09 |
March 10 |
March 11 |
March 2012 |
|
|
Revenue |
|||||
|
Interest earned |
78% |
79% |
78% |
79% |
81% |
|
Other Income |
22% |
21% |
22% |
21% |
19% |
|
Total Revenue |
100% |
100% |
100% |
100% |
100% |
|
Expenditure |
|||||
|
Interest Spent |
59% |
58% |
53% |
51% |
55% |
|
Employee Exp |
5% |
5% |
6% |
9% |
8% |
|
Selling & distribution |
15% |
15% |
18% |
11% |
7% |
|
depreciation |
1% |
2% |
2% |
2% |
1% |
|
Misc Exp |
9% |
10% |
8% |
12% |
13% |
|
Operating exp |
27% |
28% |
31% |
26% |
21% |
|
Provisions & Contigencies |
3% |
5% |
4% |
7% |
8% |
|
Total Exp |
90% |
90% |
88% |
84% |
84% |
|
Net profit |
10% |
10% |
12% |
16% |
16% |
|
Previous year profit |
3% |
6% |
9% |
10% |
12% |
|
Total |
13% |
16% |
21% |
26% |
28% |
|
Apportionment |
|||||
|
Transfer to Statutory Reserve |
3% |
5% |
6% |
5% |
6% |
|
Tr. To other Reserves |
|||||
|
Proposed dividend/Tr.to Govt |
3% |
4% |
5% |
5% |
5% |
|
Balance C/F to Balancesheet |
6% |
7% |
10% |
15% |
17% |
|
Total |
13% |
16% |
21% |
26% |
28% |
Given above is the common size income statement of the entity pre merger and post merger where each of the line items of the profit and loss account has been compared with respect to the overall receipts and it shows how that proportion has changed over the period of time (Covaleski, Evans, Luft, & Shields, 2003). From the above mentioned trend analysis, we can see that the proportion of the interest expenses has declined considerably from 59% to 51% and also the selling and the distribution expenses have come down from 15% to 11% which was a major boost to the bottomline of the company and that helped the company in lowering down the percentage of the overall operating expenses. As a result of this efficiencies and synergies, the profit of the company has improved from 3% to 10% within the year and that further swelled to 12% by the end of 12%. All this was instrumental in proving that the merger of the banks was the correct decision overall (Coate & Mitschow, 2017).
Besides all the above financial parameters, there were many other non financial parameters in which the company has improved. The increase in number of branch networking post merger could not substantially help the ICICI to increase its profit, the major reason for which was identified as the burden of loss in form of securitized pool of assets and consequential decrease on the return from its advances made (Borit & Olsen, 2012). The Bank failed to earn sufficient return on its advances because of the high amount of retail unsecured loan advances were made by it. During the post merger period the Reserve Bank of India raised the CRR twice once in February 2010 by 75 basis points and again from April 2010 by further 25 basis points. Due to which the ICICI could not earn any return on these CRR Balances and it impacted negatively the return on yield earning assets in the year 2011. At the same time the various investments made by the bank in corporate bonds, debentures and certificate of deposits brought an increase on its return on investment.
The other income in 2011 of the Bank decreased due to the decrease noticed in treasury related activities (Boghossian, 2017).The increase in income by way of dividends and Fee was noticed in 2011,whereas the trend of decline in realized and unrealized profits made through its equity investments was noted in the same year due to the volatile market trend in the same year.
The Net profit after tax of the Bank showed an increase of 28%, that resulted from the huge decrease of 47.9% in the amount of provision in respect of provision for contingencies. The major reason behind the declining trend in the amount of provision and contingencies are less amount of provision on retail non performing assets, because there was a decrease in the amount of loan provided to the retail unsecured loans. There was an increase by 11.1% noticed in the net interest income from 2010 fiscal year.
During the year 2011 employee cost substantially increased though other administrative expenses showed a declining trend.The major reasons behind increasing the employee costs were employing new employees for BOR Branches, increase in employee base, increase in the annual amount of salary and performance linked bonuses etc (Belton, 2017).
Consequent to the announcement made for the merger of ICICI and Bank of Rajasthan the change in the share prices along with the shift of wealth base from the hands of BOR to ICICI could easily be noticed though this change was much more favorable for the shareholders of the BOR as their gaining percentage was around 90% between the dates of starting the negotiation for the merger on 7th May,2010 to the date of final approval of the scheme on 23rd May,2010. This can be further elaborated through the following table:
|
Particulars |
Share price a day before the Announcement of the Merger deal |
Share price on the date of Announcement of the Merger deal |
Share price a day after the Announcement of the Merger deal |
|
BoR |
Rs.82.85 |
Rs.99.45 |
Rs. 119.35 |
|
ICICI |
Rs. 901.10 |
Rs. 809.20 |
Rs. 824.45 |
The premium per share of Rs.90/-(approximate) paid by the ICICI to BoR was based on the BOR’s closing price of the share for Rs.99.50/- per share on Bombay stock exchange on the date of announcement whereas ICICI’s closing price on the same day was Rs.889.35/- per share that was reflected through the swap ratio of 25:118. From the figures shown in the above table it seemed quite clear that during the period when the negotiation process for the merger was going on during that period no major vulnerability was noticed but once after the announcement was made then the share price of BOR was adjusted against that of ICICI.
In the above table share price of BOR just one day before the announcement of the deal it has to face serious allegations from regulatory authorities like RBI during which its value increased by 20.9% that came to Rs. 84.7 per share on 6th May,2010 which was closed on Rs.61.8 as on 26th February,2010.
But on the period of negotiation there was no noticing effect on the share prices of the Banks (Abdullah & Said, 2017).
But after the announcement of the deal the share price of the BOR stated picking up that could be seen from its jump from Rs.99.45/- per share on 17th May which closed at Rs. Rs.162.3/- per share on 24th June,2010.
Conclusion
From the above analysis and study it can be seen that the poor corporate governance of BOR finally made it a target company for the ICICI Bank which acquired it through the process of regulatory intervention made by RBI and other regulatory Authorities. Before merger ICICI was following the strong principle of CASA that is Cost, quality, credit and capital for its future growth as a part of its governance policy. Product focus was one of the most important strategy lying in the minds of the Bank.The major benefits that accrued to ICICI were getting new customer base, increase in the amount of deposit, improvement in operational efficiency, cross selling of its products to the customers of BOR etc.After the merger the growth rate of the dividend to the shareholders too noticed a sustainable increase. The major developments noticed during our study are because of the liberalized policy adoption by the government of India the merger deal brought the expansion of the ICICI Bank. The deal also increased the overall cash ratio from .281 times to .557 times. This deal also makes us aware that Bank should consider the post merger legal battles too as after merger even non compliances of the provision of Income Tax Act,1961 can attract the tax .At the same time it is to be kept in mind that always merger cannot bring the overall positive things to the acquirer. Some compromises are required to be made by both of the parties.
The overall details of the merger are present in the following URL.
https://www.business-standard.com/article/finance/bank-of-rajasthan-to-merge-with-icici- bank-110051900028_1.html https://www.dnaindia.com/money/1384635/report-bank-of-rajasthan-to-merge-with-icici- bank
www.marketobservation.com www.icicibank.com https://articles.economictimes.indiatimes.com/2002-07-02/news/27364631_1_icici-bank-largest-private-sector-bank-branch
References
Abdullah, W., & Said, R. (2017). Religious, Educational Background and Corporate Crime Tolerance by Accounting Professionals. State-of-the-Art Theories and Empirical Evidence, 129-149.
Belton, P. (2017). Competitive Strategy: Creating and Sustaining Superior Performance. London: Macat International ltd.
Boghossian, P. (2017). The Socratic method, defeasibility, and doxastic responsibility. Educational Philosophy and Theory, 50(3), 244-253.
Borit, M., & Olsen, P. (2012). Evaluation framework for regulatory requirements related to data recording and traceability designed to prevent illegal, unreported and unregulated fishing. Marine Policy, 36(1), 96-102.
Charles H, C., Giovanna, M., Dennis M, P., & Robin W, R. (2015). CSR disclosure: the more things change…? Accounting, Auditing & Accountability Journal, 28(1), 14-35.
Coate, C., & Mitschow, M. (2017). Luca Pacioli and the Role of Accounting and Business: Early Lessons in Social Responsibility.
Covaleski, M., Evans, J., Luft, J., & Shields, M. (2003). Budegting Research Three Theoretical Prespectives and Criteria for selective Integration. Journal of Management Accounting Research, 15(3), 3-49.
Egelund-Mu¨ller, B., Elsman, M., Henglein, F., & Ross, O. (2017). Automated Execution of Financial Contracts on Blockchains. Bus Inf Syst Eng, 59(6), 457-467.
Ghofiqi, M. (2018). FORMATION OF VIEWS AND INTERESTS TO THE ACCOUNTANTS PROFESSION IN MASTER OF ACCOUNTING STUDENTS OF JEMBER UNIVERSITY FORCE OF 2016 USING STRUCTURATION THEORY ANALYSIS. THE 3RD INTERNATIONAL CONFERENCE ON ECONOMICS, BUSINESS, AND ACCOUNTING STUDIES.
Grundy, Q., Held, F., & Bero, L. (2017). A Social Network Analysis of the Financial Links Backing Health and Fitness Apps. American Journal of Public Health.
Hansen, S., Otley, D., & Stede, W. (2003). Parctice developments in budgeting : An overview and Prespective Research. Journal of Management Accounting Research, 15(1), 95-116.
Iggers, J. (2018). Good News, Bad News: Journalism Ethics And The Public Interest.
Johan, S. (2018). The Relationship Between Economic Value Added, Market Value Added And Return On Cost Of Capital In Measuring Corporate Performance. Jurnal Manajemen Bisnis dan Kewirausahaan, 3(1).
Kang, D., Yu, G., & Lee, S. (2016). Disentangling the effect of the employee benefits on the employee productivity. The Journal of Applied Business Research, 32(5), 1447-1458.
Kaufmann, W. (2017). The Problem of Regulatory Unreasonableness (First ed.). New York: Routledge.
Kusnadi, Y., & Wei, K. (2017). The equity-financing channel, the catering channel, and corporate investment: International evidence. Journal of Corporate Finance, 47, 236-252.
Kusolpalalert, A. (2018). The relationships of financial assets in financial markets during recovery period and financial crisis. AU Journal of Management, 11(1).
Svahn, F., Mathiassen, L., & Lindgren, R. (2017). EMBRACING DIGITAL INNOVATION IN INCUMBENT FIRMS: HOW VOLVO CARS MANAGED COMPETING CONCERNS. EBSCO Information Services, 41(1), 239-254.
Webster, T. (2017). Successful Ethical Decision-Making Practices from the Professional Accountants’ Perspective. ProQuest Dissertations Publishing.
Yadao, J. (2018). Forensic accountants and big data.
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