INTERCONTINENTAL JOURNAL OF FINANCE RESOURCE RESEARCH REVIEW CORPORATE RESTRUCTURING: MERGERS AND ACQUISITIONS IN INDIAN BANKING SECTOR

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1 CORPORATE RESTRUCTURING: MERGERS AND ACQUISITIONS IN INDIAN BANKING SECTOR ABSTRACT NIDHI TANWAR Assistant Professor, Shri Ram College of Commerce, Delhi The Indian economy has been growing with a rapid pace and has been emerging at the top, be it information technology, reconstruction & development, pharmaceutical, infrastructure, energy, consumer retail, telecom, financial services, media, and hospitality etc. Investors, big companies, industrial houses view Indian market in a growing and proliferating phase, whereby returns on capital and the shareholder returns are high. Corporate restructuring in the form Ms and As has become a natural and perhaps a desirable phenomenon in the current economic environment. A large number of international & domestic banks all over the world are engaged in M&A activities. Through M&A in the banking sector, the banks look for strategic benefits in the banking sector & it can be reckoned that size does not matter and growth in size can be achieved through M&A quite easily. In this research paper, an attempt has been made to evaluate the effectiveness of mergers and acquisitions of the CBOP and the HDFC bank Ltd. on 23 May, 2008on the basis of selected variables (like Gross-Profit Margin, Net- Profit Margin, Operating Profit Margin, Return on Capital Employed, Return on Equity and Debt- Equity Ratio) prior & after mergers and acquisitions. The t-test is used for testing the statistical significance and this test is applied to test the effect of Merger and Acquisitions on the performance of banks. The result of the study indicates that the banks have been positively affected by the event of Merger and acquisitions and can also obtain efficiency and gains through Merger and Acquisitions Keywords: Banking Sector; Corporate Restructuring; Mergers and Acquisitions; Strategic Benefits INTRODUCTION Acquisition of one company by another was viewed as a sign of failure of the former and violent aggression of the latter. The laws and regulations previously allowed the takeover of only sick, dying, unviable and almost hopeless units. The acquirer was driven mostly by the tax benefits of the loss carry forward. There are now more economic reasons and wider choices for takeover. The trend towards globalization of all national and regional economies has increased the intensity of mergers, in a bid to create more focused, competitive, viable, larger players, in each industry. The recent liberalistion has made mergers more necessary and acceptable. The globalization may entail redundancies & closures of inefficient units as a consequence of technological upgradtion and modernisation. The competitive forces are working with vigour and vitality due to liberalization and consequent globalistion.if an industrial unit wants to survive,it has to excel and compete successfully both with domestic and multinational competitors in internal, as well as, in international markets.takeovers,mergers, joint ventures, and strategic alliances have become imminent in today s business. Mergers and acquisitions of companies are implicit in free enterprise system because of their obvious advantages- infusion of better management, consolidating capacities to economic level by forward and backward linkages and healthy growth of capital market. The concept of mergers and acquisitions has assumed greater significance in the context of the ongoing programme of liberalistion and globalization. Merger is a combination of two or more companies into a single company where one survives and the others lose their corporate existence. The 23

2 survivor acquires all the assets as well as liabilities of the merged company or companies. Generally, the surviving company is the buyer, which retains its identity, and the extinguished company is the seller. Acquisition in general sense is acquiring the ownership in the property. In the context of business combinations, an acquisition is the purchase by one company of a controlling interest in the share capital of another existing company. Table 1: List of Merger and Acquisitions (M&As) in Indian Banking Industry since post Liberalization regime. S. No Name of the Transferor Bank Name of the Transferee Bank Date of Merger/Amalgamat ion 1 Bank of Bihar Ltd. State Bank of India November 8, National Bank of Lahore Ltd. State Bank of India February 20, Miraj State Bank Ltd. Union Bank of India July 29, Lakshmi Commercial Bank Ltd. Canara Bank August 24, Bank of Cochin Ltd. State Bank of India August 26, Hindustan Commercial Bank Ltd. Punjab National Bank December 19, Traders Bank Ltd. Bank of Baroda May 13, United Industrial Bank Ltd. Allahabad Bank October 31, Bank of Tamilnadu Ltd. Indian Overseas Bank February 20, Bank of Thanjavur Ltd. Indian Bank February 20, Parur Central Bank Ltd. Bank of India February 20, Purbanchal Bank Ltd. Central Bank of India August 29, New Bank of India Punjab National Bank September 4, Bank of karad Ltd Bank of India Kashi Nath Seth Bank Ltd. State Bank of India January 1, Bari Doab Bank Ltd Oriental Bank of Commerce April 8, Punjab Co-operative Bank Ltd. Oriental Bank of Commerce April 8, Bareilly Corporation Bank Ltd Bank of Baroda June 3, Sikkim Bank Ltd Union Bank of India December 22, Times Bank Ltd. HDFC Bank Ltd February 26, Bank of Madura Ltd. ICICI Bank Ltd. March 10, ICICI Ltd ICICI Bank Ltd May 3, Benares State Bank Ltd Bank of Baroda June 20, Nedungadi Bank Ltd. Punjab National Bank February 1, South Gujarat Local Area Bank Ltd. Bank of Baroda June 25, Global Trust Bank Ltd. Oriental Bank of Commerce August 14, IDBI Bank Ltd. IDBI Ltd April 2, Bank of Punjab Ltd. Centurion Bank Ltd October 1, Ganesh Bank of Kurundwad Ltd Federal Bank Ltd September 2, United Western Bank Ltd. IDBI Ltd. October 3, Bharat Overseas Bank Ltd. Indian Overseas Bank March 31,

3 32 Sangli Bank Ltd. ICICI Bank Ltd. April 19, Lord Krishna Bank Ltd. Centurion Bank of Punjab Ltd. August 29, Centurion Bank of Punjab Ltd. HDFC Bank Ltd. May 23, The Bank of Rajasthan ICICI Bank Ltd August 13, 2010 Source: Report on Trend and Progress, RBI, Various Issues, VIII competition and consolidation, 04 Sep 2008 MERGERS & ACQUISITIONS AS A GROWTH STRATEGY As a business gets bigger, the growth will be organic or inorganic. Organic growth, also called internal growth, occurs when the company grows from its own business activity using funds from one year to expand the company the following year. While ploughing back profits into a business is a cheap source of finance, it is also a slow way to expand and many firms want to grow faster. A company can do so by inorganic growth. Inorganic growth, or external growth, occurs when the company grows by merger or acquisition of another business. Getting involved with another company in this way makes good business sense as it can give a new source of fresh ideas and access to new markets. Table 2 : Brief illustration of growth strategies 25

4 WHY TO REGULATE MERGERS & ACQUISITIONS When two companies are merged or combined, they must have some objectives behind this merger. One motive is of merger may be to realize economies of scale, improving operative performance or expanding the business in order to gain more assets. However, on the other the motive may be to create anticompetitive effects like to reduce the numbers of competitors or to create dominance in the market. This can be explained by Porter s five sector model, as below: Table 3: Porter s five sector model LITERATURE REVIEW Porter (1987) in his study outlined three necessary tests a firm had to pass to make it an interesting takeover prospect. He called these the attractiveness test (that is, the industry structure must be, or have the potential to be, profitable), the cost-of-entry test (that is, that the cost of entry does not erode all future profits) and the better off test (this states that the new unit must gain a competitive advantage as a result of the acquisition, or the corporation does). These are relatively intuitive, but it is the third test that is important. Some kind of advantage must be gained as a result of the acquisition. M. M. Cornett and H. 26

5 Tehranian1992 examined the post-acquisition performance of large bank mergers between 1982 and On the whole, the merged banks outperform the banking industry. Their better performance appears to result from improvements in the ability to attract loans and deposits, in employee productivity, and in profitable asset growth. Further, they found a significant correlation between announcement-period abnormal stock returns and the various performance measures, showing that market participants were able to identify in advance the improved performance associated with bank acquisitions. Frei and Harker (1996) in their study concluded that the cost efficiency effects of merger & acquisition depend upon the type of merger & acquisition, the motivation behind it and the manner in which the management implemented its plans. Akhavein, Berger and Humphrey (1997) studied the price & efficiency effect of mega mergers on US banking industry & found that after merger banks have experienced higher level of profit efficiency than before merger. Robert DeYoung (1997) estimated pre- and post-merger X- inefficiency in 348 mergers approved by the OCC in 1987/1988. Efficiency improved in only a small majority of mergers, and these gains were unrelated to the acquiring bank's efficiency advantage over its target. Efficiency gains were concentrated in mergers where acquiring banks made frequent acquisitions, suggesting the presence of experience effects. Lang and Welzel (1999) studied 283 mergers among Bavarian cooperative banks in the period They estimate a frontier cost function with a timevariable stochastic efficiency term. They compare actual mergers to hypothetical ones and found no evidence of efficiencyin the post merger period except for leveling off of differences among the merging units.j. K. Kang, A. Shivdasani and T. Yamada 2000 studied 154 domestic mergers in Japan during 1977 to In contrast to U.S. evidence, mergers are viewed favorably by investors of acquiring firms. They document a two-day acquirer abnormal return of 1.2 percent and a mean cumulative abnormal return of 5.4 percent for the duration of the takeover. Announcement returns display a strong positive association with the strength of acquirer's relationships with banks. The benefits of bank relations appear to be greater for firms with poor investment opportunities and when the banking sector was healthy. they concluded that close ties with informed creditors, such as banks, facilitate investment policies that enhance shareholder wealth. Anand and Singh (2008) studied the five mergers in the Indian banking sector to capture the returns to shareholders as a result of the merger announcements using the event study methodology. These are the merger of times bank with the HDFC Bank, Bank of Madura with ICICI Bank, ICICI Ltd. with the ICICI Bank, Global Trust Bank with the Oriental Bank of Commerce and Bank of Punjab with the Centurion Bank. The aim was to understand the wealth effects of bank mergers. It was concluded that the merger announcements in the Indian banking industry have positive and significant shareholder wealth effect both for acquirer and target banks. K. Ravichandran,Fauzias Mat-Nor,Rasidah Mohd-Said (2010) analyzed the efficiency and performance using CRAMEL type variables, before and after the merger for the selected public and private banks which were initiated by the market forces. The results suggested that the mergers did not seem to enhance the productive efficiency of the banks as they do not indicate any significant difference. The financial performance suggests that the banks were becoming more focused on their retail activities (intermediation) and the main reason for their merger was to scale up their operations. However it was found that the Total Advances to Deposits and the profitability were the two main parameters which are to be considered since they are very much affected by mergers. Also the profitability of the firm is significantly affected giving a negative impact on the returns. Pardeep KAUR, Gian KAUR, examined the cost efficiency of Indian commercial banks by using a non-parametric Data Envelopment Analysis Technique. The cost efficiency measures of banks were examined under both separate and common frontiers. This paper also empirically examined the impact of mergers on the cost efficiency of banks that have been merged during post liberalization period. The 27

6 present study based on unbalanced panel data over the period to In this paper to test the efficiency differences between public and private both parametric and non-parametric tests are employed. The findings of this study suggest that over the entire study period average cost efficiency of public sector banks found to be 73.4and for private sector banks is 76.3 percent. The findings of this paper suggest that to some extent merger programme has been successful in Indian banking sector. The Government and Policy makers should not promote merger between strong and distressed banks as a way to promote the interest of the depositors of distressed banks, as it will have adverse effect t upon the asset quality of the stronger banks. OBJECTIVES OF THE STUDY 1.To evaluate the banks performance in terms of net profitability. 2.To analyze the performance of banks after merger in terms of return on capital employed. 3.To find out the impact of merger on company s debt equity ratio. HYPOTHESES The present work is essentially based on secondary sources; hence hypothesis is being tested by using published materials. H 0 (Null Hypothesis): There is no significant difference in mean value of selected variables before and after merger. H 1 (Alternative Hypothesis : There is significant difference in mean value of selected variables before and after merger DATA AND METHODOLOGY a)data Collection The present study is based on secondary data published by the reserve bank of India, annual report of public sector banks. Data have also been collected from the websites of various government and nongovernment agencies. Financial data has been collected from Bombay Stock Exchange (BSE), National Stock Exchange (NSE), Securities and Exchange Board of India (SEBI) & money control for the study. b) Methodology To test the research prediction, methodology of comparing the pre and post performances of banks after Merger and Acquisitions(M&As) has been adopted, by using following financial parameters such as Gross profit margin, Net profit margin, Operating profit margin, Return on capital employed, Return on equity, and Debt equity ratio. One case of Merger and Acquisitions (M&As) has taken randomly as sample in order to evaluate the impact of M&As. The pre merger (3years prior) and post merger (after 3 years) of the financial ratios are being compared. Before merger two different banks carried out operating business activities in the market and after the merger the bidder bank carrying business of both the banks. Keeping in view the purpose & objectives of the study independent t- test is being employed under this study. The year of merger was considered as a base year and denoted as 0 and it is excluded from the evaluation. For the pre (3 years before) merger the combined ratios of both banks are considered and for the post merger (after 3 years) the ratios of acquiring bank were used. ANALYSIS AND INTERPRETATIONS In Table 4, selected case for study, the merger of the CBOP and the HDFC bank Ltd. on 23 May, 2008 has been analyzed in order to analyze the financial performance of banks after Merger and Acquisitions 28

7 (M&As). The financial and accounting ratio like Gross profit margin, Net profit margin, Operating profit margin, Return on capital employed, Return on equity, and Debt equity ratio have been calculated. Table 5 depicts the profile of both the banks before merger, Table 6 indicates the performance of acquiring bank after merger and Table 7 shows combined financial performance of both the banks before merger. In this case all financial and accounting ratios have been computed. Table 4 - Merger Date Date of SL. NO Bidder Bank Target Bank Announcement Case 1 HDFC Bank Ltd Centurion Bank of Punjab Ltd. May 23, 2008 Table 5 - Profile of Centurion Bank of Punjab and HDFC Bank for the last three financial years is ending before the merger announcement. Financial Ratios (in Percentage) Centurion Bank of Punjab(Target HDFC Bank Bank) (Bidder Bank) Mar 2005 Mar 2006 Mar 2007 Mar 2005 Mar 2006 Mar 2007 Gross Profit Margin Net profit Margin Operating Profit Margin Return on Capital Employed Return on Equity Debt-Equity Ratio Source: compiled from financial statement of Banks retrieved from 29

8 Table 6 - Profile of HDFC Bank (Bidder Bank) for the next three financial years was ending after the merger announcement. Financial Ratios (in Percentage) Mar 2009 HDFC Bank (Bidder Bank) Mar 2010 Mar 2011 Gross Profit Margin Net profit Margin Operating Profit Margin Return on Capital Employed (ROCE) Return on Equity (ROE) Debt-Equity Ratio Source: compiled from financial statement of Banks retrieved from Table 7 - Combined Profile of Centurion Bank of Punjab and HDFC Bank for the last three financial years was ending before the merger announcement. Financial Ratios (in Percentage) Centurion Bank of Punjab and HDFC Bank Mar 2005 Mar 2006 Mar 2007 Gross Profit Margin Net profit Margin Operating Profit Margin Return on Capital Employed Return on Equity Debt-Equity Ratio Source: compiled from financial statement of Banks retrieved from Table 8 - Mean and Standard Deviation of Pre-merger and Post-merger Ratios of combined (CBOP &HDFC Banks) and Acquiring Bank (HDFC Bank) Mean Std.Deviation t-value Sig. Pre Gross Profit Margin Post

9 Net profit Margin Operating Profit Margin Return on Capital Employed Return on Equity Pre Post Pre Post Pre Post Pre Post Pre Debt-Equity Ratio Post Source: Compilation based on tables 6&7, 5% level of significance In this case, the merger of the Centurion Bank of Punjab and the HDFC Bank, the comparison between pre and post merger performance we seen that the mean value of gross profit margin ( percent Vs percent) has increased with t-value which shows significance improvement in the gross profit margin after merger but in net profit margin and operating profit margin you can see the decline in the mean of both parameters that indicates that there is no change in the performance of banks net profit margin and operating profit margin after merger and result shows that there is no significance with mean ( percent Vs percent) and t- value and ( percent Vs percent) and t - value and the mean return on capital employed ( percent Vs percent) and t-value which is also not significant statically and shows that no change has been seen in term of investment after the merger. The mean of return on equity and debt equity ratio shows improvement, and statically conformed significant to mean value ( percent Vs percent) and t-value and ( percent Vs percent) and t- value The mean value of equity in post merger has been increased so it increased the shareholder return so it also shows the improved performance of bank after merger. Similarly the debt equity ratio also improved after the merger the mean value shows the change in debt equity ratio after merger. So we conclude that some ratios indicate no effect but most of ratios shows the positive effect and increased the performance of banks after the merger. 31

10 RESULTS The result suggest that the performance of the HDFC Bank after acquired the Centurion bank of punjab,the Net Profit Margin does not shows any change after the merger with t-value which is statistically insignificant therefore H 0 (Null Hypothesis) is accepted which leads to the conclusion that there is no difference between pre and post merger net profitability. The Return on Capital Employed also shows no change after the merger with t- value which is statistically insignificant therefore H 0 (Null Hypothesis) is accepted which also leads to the conclusion that there is no significance difference between pre and post merger Return on Capital Employed. The Return on Equity shows improvement after the merger with t- value which is statistically significant therefore H 1 (Alternative Hypothesis) is accepted, which leads to the conclusion that there is significance difference between pre and post merger Return on Equity. The performance of bank also improved in terms of Debt Equity Ratio with t-value which is statistically significant therefore H 1 (Alternative Hypothesis) is accepted, which leads to the conclusion that there is significance difference between pre and post merger Debt Equity Ratio. The results suggest that the performance of banks has been improved in terms of Return on Equity and Debt Equity Ratio, but no change have been seen in Net Profit Margin and Return on Capital Employed. It may be possible the performance of bank in terms of net profitability will increase in longer run CONCLUSION The present study analyzed the growth of sample merged bank during pre-merger and post-merger periods Merger and Acquisition is the useful tool for growth and expansion in the Indian banking sector. In this study a comparison between pre and post merger performance in terms of gross profit margin, net profit margin, operating profit margin, return on capital employed, return on equity, and debt equity ratio has been done. The results revealed that the return on equity, debt equity ratio and gross profit margin has shows the improvement after the merger, and for the purpose and objective of the study independent t- test for analyzing the pre and post merger performance of the banks have been applied. And results suggest that after the merger the efficiency and performance of banks have increased. REFERENCES 1. Anand, Manoj and Singh Jagandeep (2008), Impact of Merger Announcements on Shareholders Wealth: Evidence from Indian Private Sector Banks, Vikalpa The Journal for Decision Makers, Vol.33, No.1, pp Akhavein, J.d., Berger, A.N and Humphrey, D.B (1997), The effects of Bank Mergers on Efficiency and Prices: Evidence from the profit function, Review of industrial organization, Vol 12, pp Cornettt, M.M &Tehranian, H. (1992), Changes in Corporate Performance Associated with Ban Acquisitions, Journal of Financial Economics, Vol.31, pp Frei, F and Harker, P. (1996), Measuring the Efficiency of Service Delivery Processes: With Applications to Retail Banking, Working Paper No , Wharton Financial Institutions Centre. 32

11 5. J. K. Kang, A. Shivdasani and T. Yamada 2000 The effect of bank relations on investment decisions: An investigation of Japanese takeover bids, Journal of Finance,Vol: 55,Issue: 5,pp : K. Ravichandran,Fauzias Mat-Nor,Rasidah Mohd-Said 2010 Market Based Mergers in Indian Banking Institutions, International Research Journal of Finance and Economics, Vol: 37,pp Kaur Pardeep and Kaur Gian (2010), Impact of Mergers on the Cost Efficiency of Indian Commercial Banks, Eurasian Journal of Business and Economics 2010, 3 (5), Lang, G., Welzel, P., Mergers among German cooperative banks: a panel-based stochastic frontier analysis. Small Business Economics 13, pp Porter, M., From Competitive Advantage to Corporate Strategy",Harvard Business Review, May-Jun Robert DeYoung,1997, Bank mergers, x-efficiency, and the market for corporate control,managerial Finance, Patrington. Vol. 23, Iss. 1, p (18 pp.)