Investment Chronicle. January - December skpgroup.com

Transcription

1 Investment Chronicle January - December 2016 skpgroup.com

2 Contents Foreword 03 Yearly Compass 04 Deal Trends 05 Sectoral Insights 07 Mergers and Acquisitions 09 Equity Investments 11 Private Equity Exits 13 The Indian Terrain 15 Cross-border Transactions 16 SKP Transaction Advisory 17 Publications 18 Acknowledgment Harshal Choudhary Ruchita Rathor Kritika Rathi Disclaimer: SKP s Investment Chronicle summarises the list of deals announced based on information available in the public domain and the VCCEdge database. For our analyses, we have referred to information from media reports, the Department of Industrial Policy and Promotion (DIPP), the Reserve Bank of India (RBI) and other government sources.

3 Foreword We are pleased to present the second annual edition of SKP Investment Chronicle our update that focuses on the deal-making landscape in India, comprising of mergers and acquisitions (M&A), equity investments and exits. India has become one of the top merger and acquisition markets in Asia, being backed by steady and active investor sentiments this year was marked by a significant number of high value deals, wherein the value of the top 100 deals contributed to approximately 85% of the total deal value. Asset acquisition, domestic consolidation and synergies of combination were the major drivers behind the leading transactions of the year. Numerous regulatory reforms and positive macroeconomic factors have kept the deal momentum high in India. Government initiatives such as the abolition of the Foreign Investment Promotion Board, the expected implementation of Goods and Services Tax (GST) and Bankruptcy Code are expected to simplify doing business in India. Furthermore, increasing clarity on taxation and structural developments have also encouraged inbound investments. However, the execution of these reforms and policies still remains a challenge and will be a crucial factor in the development of the business, tax and regulatory environment of India. Contributing approximately 75% of the total deal landscape value, M&As conquered the deal chart this year. With multiple big ticket transactions, including the biggest deal of the last five years, the total deal value for both domestic and inbound deals surged. Growing investor concerns on aggressive valuations and profitability of businesses were evident this year as equity investments dropped by 40% to USD billion. In contrast, Private Equity Exits were at their highest since 2012, with M&As emerging as the most favoured exit route. While private equity investments may still remain subdued in 2017, the presence of a wide range of start-ups as well as increasing competition in matured sectors are expected to give way to further mergers and consolidations. Deepti Ahuja Senior Partner and VP Head - Business Advisory SKP Business Consulting LLP 3

4 Yearly Compass Deal Value Mix Particulars USD million Movement* Mergers & Acquisitions 33,339 22,504 59, % Equity Investments 14,616 23,228 13,360-42% Private Equity Exits 5,003 5,512 6,850 24% Total 52,958 51,244 79,980 55% Source: SKP analysis Top M&A Deal value USD billion Average M&A Deal Value USD million Top EInv Deal value USD 1.61 billion Average EInv Deal Value USD million Top PEE Deal Value USD 1.06 billion Deal Volume Mix USD million Particulars Movement* Emerging Segment Fintech Hot Sector Financials USD billion Mergers & Acquisitions % Equity Investments 1,029 1,474 1,212-18% Private Equity Exits % Top Outbound Partner Top Indian State by deal value Top FDI Inflow by Sector Total 2,185 2,678 2,375-11% Source: SKP analysis Russia Maharashtra Service * The movement mentioned above is a comparison between 2016 and M&A - Merger & Acquisitions EInv - Equity Investments PEE - Private Equity Exits M&A CAGR (5 years) 30% EInv CAGR (5 years) 3%

5 Deal Trends Overview Mergers And Acquisitions 2, ,188 PEE 2,598 1,048 M&A 2,738 EInv Outbound M&A 4,707 Inbound 2,437 Domestic 653 1,042 2,014 1,836 2,019 6, ,943 3,381 1,060 24,635 20,491 1,120 1,393 20,431 13,823 5,197 4,706 6,289 3,368 8,206 6,224 8,924 2,674 5, ,298 1, ,826 1, , ,950 2,947 2,321 2,055 2, , ,404 2,965 3,578 Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q4 2016

6 Deal Trends Equity Investments (EInv) Private Equity Exits Others Others Venture Capital & Debt Secondary Sale Public Equity Open Market Private Equity M&A ,035 1, , ,512 1,454 3, , , , , , , ,419 1, Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q4 2016

7 Sector Insights Industrial Consumer Staples M&A USD 453 million 48 deals EInv USD 158 million 43 deals PEE USD 185 million 12 Deals Consumer Discretionary M&A USD 3,861 million 163 deals EInv USD 1,473 million 218 deals PEE USD 1,394 million 43 deals Telecommunication M&A USD 8,938 million 14 deal EInv USD 0.52 million 3 deals PEE USD 205 million 1 deal Materials M&A USD 5,842 million 70 deals EInv USD 390 million 20 deals PEE USD 232 million 11 deals M&A - Merger & Acquisitions Einv - Equity Investments PEE - Private Equity Exits Bird s Eye View M&A USD 3,232 million 128 deals Einv USD 2,207 million 105 deals PEE USD 666 million 39 deals Information Technology M&A USD 4,445 million 260 deals EInv USD 5,197 million 566 deals PEE USD 1,441 million 55 deals Healthcare M&A USD 5,003 million 79 deals EInv USD 649 million 95 deals PEE USD 1,150 million 25 deals Energy M&A USD 14,232 million 13 deals EInv USD 23 million 6 deal PEE USD 17 million 2 deal Financials M&A USD 11,360 million 106 deals EInv USD 2,993 million 135 deals PEE USD 1,526 million 54 deals

8 Sector Insights Sectoral Panorama USD million Sector Q Q Q Q Weights* Movement in value** Value Deals Value Deals Value Deals Value Deals Value Deals Value Deals Q Q Consumer Discretionary 8, , , , , % 7% 20% Consumer Staples 1, , % 1% -47% Energy 5, , , , % 46% 1,124% Financials 9, , , , , , % 9% -80% Health Care 7, , , , % 11% 25% Industrials 4, , , % 19% 7% Information Technology 5, ,184 1,015 3, , , , % 6% -56% Materials 2, , , , % 2% -79% Telecommunication 2, , , , % 0% -100% Utilities 5, , , % 1% -39% Total 52,958 2,185 51,244 2,678 14, , , , % 100% -12% Source: SKP analysis *Weights are proportion of each sector s deal value to the total deal value during the period **The movement mentioned above is a comparison between Q and Q4 2016

9 Mergers and Acquisitions 2016, the year of M&As, witnessed 918 deals worth USD 59.8 billion, nearly three times the total deal value of 2015, while deal volume remained at constant. Domestic deals recorded a value of approximately USD 32 billion, marking a 300% increase from Inbound activity also witnessed an increase, reflecting steady investor sentiments towards Indian opportunities. In the last quarter of the year, transactions worth USD 20 billion were recorded. The major share was from inbound activity worth USD 13.8 billion, primarily due to the biggest deal in the last five years i.e. Essar Oil being bought by Roseneft United Capital and other investors for USD billion marked the highest transaction values in five years due to the revival of big-ticket M&A deals. The driving factors behind these deals were domestic consolidation, asset acquisition, debt repayment and structural reforms. Prime deals in sectors such as finance and telecommunications were on account of domestic consolidation, inclining the M&A landscape towards domestic domination. Debt ridden companies in sectors such as cement, energy, metal and mining sold off their non-core and certain core assets for the repayment of debt, hence deleveraging their balance sheet. The Indian market is still fragmented. However, it is gradually moving towards being more organised with companies merging and consolidating. A large number of transactions are also taking place in the start-up segment on these lines. Total Deal Volume Total Deal Value Top Sector Top Region Top Outbound Country 918 USD 59.8 billion Financials Maharashtra Russia Top M&A Deals USD million Deal Buyer Target Type Value % Sought Sector 1 Rosneft, United Capital Partners Mauritius Ltd., Trafigura Ltd Essar Oil Ltd Inbound 10, Energy 2 HDFC Standard Life Insurance Co Ltd Max Life Insurance Co Ltd Domestic 9, Financials 3 Aircel Ltd, Dishnet Wireless Ltd 4 UltraTech Cement Ltd 5 Rosneft, United Capital Partners Mauritius Ltd, Trafigura Ltd Reliance Communications Ltd, Wireless Telecom Business Jaiprakash Associates Ltd, Five Cement Plants Domestic 7, Telecommunication Domestic 2, Materials Vadinar Oil Terminal Ltd Inbound 1, Industrials Source: SKP analysis 9

10 Mergers and Acquisitions Prime Deals Target: Buyer: SECTOR Energy Sector Essar Oil DEAL HIGHLIGHTS Rosneft United Capital, Partners Mauritius Ltd, Trafigura Ltd DEAL VALUE USD 10.6 billion % SHARE RATIONALE 98% acquired Market entry and expansion DEAL TYPE Inbound In a deal marking the largest FDI inflow in India and outbound deal in Russia, Russian oil giant, Rosneft in consortium with Trafigura Group and United Capital Partners acquired 98% in Essar Oil for USD 10.6 billion along with the Vadinar port for USD 2 billion. The remaining 2% in Essar Oil, India s second biggest private oil firm, will be held by minority shareholders post delisting. The deal will facilitate Essar Group to deleverage by reducing their debt by half and will allow them to focus on their other businesses such as steel and ports. Rosneft, on the other hand, gains access to one of the fastest growing markets in the world for oil through the acquisition of a 20 million tons a year refinery at Vadinar, over 2,700 retail gas stations and the Vadinar port, which has world-class facilities for storage and import/export of crude and finished products. Rosneft will also continue to use the Essar brand for its retail operations. DEAL HIGHLIGHTS Target: Max Life Insurance Co Ltd Buyer: HDFC Standard Life Insurance Co Ltd SECTOR DEAL VALUE DEAL TYPE Financial Sector USD 9.73 billion Domestic % SHARE RATIONALE 100% acquired Domestic consolidation The deal took place under the composite scheme of amalgamation wherein Max Life will first merge with Max Financial Services and then demerge the life insurance business to form part of HDFC Life, while the residual Max Financial Services will merge with Max India. The value of the combined assets under management of the merged entity will be over INR 1 trillion. HDFC Life entered into a trademark licence agreement to use the Max brand as part of their life products for seven years. Additionally, the Max promoter group will also be paid noncompete fees of INR 8.5 billion over four years. This deal could make the consolidated entity the largest private life insurer in the country, resulting in significant synergies. It would provide HDFC Life access to Max Life's wider distribution network and also enable HDFC Life to raise funds by means of an automatic listing, instead of having to execute its previous plans of an Initial Public Offering (IPO). 10

11 Equity Investments With total investments of USD 13.6 billion in 2016, equity investments have seen their first decline in the last four years, witnessing a 42% decrease in deal value and an 18% decrease in deal volume on a year-on-year basis. Significant economic and political changes, domestically and across the globe, have influenced investors to carefully invest in the future. Aggressive valuations are gradually stabilising as investors practice more caution and focus on profitability and reduction of cash-burn rates. As new ventures continue to receive initial funding, start-ups are facing challenges with subsequent investment rounds, indicating a decline in private equity capital inflows and investor confidence. While 2015 saw numerous deals crossing the USD 500 million mark in the consumer tech segment, only two deals crossed USD 200 million in Lower visibility and valuations on private equity exits and prolonged timelines are also discouraging private equity investors from making further investments, creating liquidity issues in the market. Although investments in the fin-tech segment dropped in 2016, 2017 may hold a brighter outlook for this segment with investors eyeing opportunities in digital payment platforms on account of the government s move to demonetise high value currency. Starting with Japan, China, and now Canada, the building of country s investment corridors will augment the inflow of funds in the country. Additionally, the increasing number of exits may encourage and create room for new investments. Total Deal Volume 1212 Total Deal Value USD 13,360 million Top Sector Information Technology Emerging Sector Healthcare Top Region Maharashtra Top Equity Investment Deals USD million Deal Investor Target Type Value % Sought Sector 1 Brookfield Asset Management Inc Towercom Infrastructure Pvt Ltd Private Equity 1, Industrials 2 Brookfield Asset Management Inc Hiranandani Developers Pvt Ltd, Commercial Real Estate Portfolio Real Estate Financials 3 Blackstone Advisors Mphasis Ltd Public Equity Information Technology 4 Omidyar Network Jain Sons Finlease Ltd Venture Capital NA Information Technology Fairfax India Holdings Corp and Fairfax 5 Financial Holdings Ltd Source: SKP analysis Bangalore International Airport Ltd Private Equity Information Technology 11

12 Equity Investments Prime Deals DEAL HIGHLIGHTS Target: Towercom Infrastructure Pvt Ltd Investor: Brookfield Asset Management Inc SECTOR DEAL VALUE DEAL TYPE Industrials USD 1,610 million Private Equity % SHARE RATIONALE 100% Debt Repayment Reliance Communication s subsidiary, Reliance Infratel entered into an agreement with Canada based Brookfield Asset Management to sell its telecom tower business assets. To facilitate the transaction, RCOM s telecom towers will be demerged into a special purpose vehicle, Towercom Infrastructure Pvt. Ltd. (TIPL) through slump sale. The resultant SPV will then be wholly acquired by Brookfield. Subsequently, Class-B non-voting shares in TIPL will be issued to RCOM. These shares will provide the company a 49% share in the economic upside of TIPL, certain information and other rights, but it will not have any management control. TIPL will be independently managed by Brookfield. RCOM intends to use the proceeds from this transaction and its previous deal with Aircel to reduce its debt. Target: Mphasis Investor: Blackstone Advisors Pvt Ltd SECTOR Information Technology DEAL HIGHLIGHTS DEAL VALUE USD 825 million % SHARE RATIONALE 60.5% acquired Capitalising existing portfolio companies DEAL TYPE Public Equity Making its boldest investment in India to date, Blackstone Advisors Pvt Ltd, one of the world s most renowned asset management companies, acquired a 60.5% stake in the IT service firm Mphasis from Hewlett Packard (HP) Enterprise. This transaction triggered an open offer to the remaining shareholders. However, the open offer did not receive a good response. In India, private equity transactions are focused on growth equity, generally through minority stake purchases, but this was a private equity deal for the purpose of control. Blackstone s portfolio companies could be potential clients for Mphasis, an IT solutions provider offering applications, business process outsourcing and infrastructure services globally. This transaction, giving Mphasis an opportunity to emerge beyond just being an HP entity, reaffirms Blackstone s confidence in the outsourcing business in emerging markets. 12

13 Private Equity Exits Private Equity Exits (PEEs) were the highest this year since 2012 at USD 6.8 billion. In contrast, the volume of deals hit a four-year low with only 245 PEEs, exhibiting an increase in average deal value. Financials, healthcare and industrials were the prime sectors for the year collating as much as 50% of the exits. This year, M&A emerged as the most favorable exit route. The value of M&A deals in 2016 increased by 12 times in comparison to India has recorded one of the largest number of start-up exits through M&A and Initial Public Offering (IPOs) in IPO was the only other exit route to have witnessed an increase in value this year, while all other exit routes saw a significant decline. With aggressive valuations of the past gradually stabilising, investors are facing challenges with realising desired returns on exits. The Indian IPO market exhibited a strong performance with 83 IPOs raising USD 3.8 billion. The surge in IPO activity was largely driven by higher investor confidence in the Indian economy and continuing regulatory reforms. Along with raising fresh money for expansion, a majority of these IPOs facilitated either partial or complete exit for investors. IPOs have also served as a benchmark for investors to assess their valuation. In 2015, investment in start-ups was USD 8.2 billion, whereas in 2016, the amount decreased to USD 4.07 billion. New investors are restricting their investments and the existing investors are focusing on securing an exit. Exit route trends are expected to be similar in 2017 with M&As and IPOs continuing to be the preferred exit route. Investors are increasingly focusing on post-listing liquidity, which is enhanced by a higher free float. Total Deal Volume 201 deals Total Deal Value USD 4,312 million Top Sector Information Technology Emerging Sector Utilities Top Region Maharashtra Top Private Equity Exit Deals USD million Deal Seller Target Type Value % Sought Sector 1 KKR India Advisors Pvt Ltd Alliance Tire Group B.V. M&A Consumer Discretionary 2 Temasek Holdings Advisors India Pvt Ltd Bharti Telecom Ltd M&A KKR India Advisors Pvt. Ltd., Gland Celsus Bio Chemicals Pvt Ltd Capital Square Partners Pte Ltd, CX Capital Management Ltd Telecommunication Services Gland Pharma Ltd M&A Healthcare Minacs Pvt Ltd M&A Information Technology 5 Blackstone Advisors India Pvt Ltd International Tractors Ltd M&A Industrials Source: SKP analysis 13

14 Private Equity Exits Prime Deals Target: Seller: DEAL HIGHLIGHTS Alliance Tire Group B.V. KKR India Advisors Pvt Ltd KKR India Advisors Pvt Ltd withdrew its investment in Alliance Tire Group B.V. through the M&A route. Yokohama Rubber Co Ltd bought a 90% stake in Alliance Tire Group B.V. from KKR India Advisors Pvt Ltd at USD 1.06 billion in order to expand its product range and strengthen its business in commercial tires. It acquired the remaining 10% from the Mahansaria family at approximately USD 120 million. SECTOR Consumer Discretionary DEAL VALUE USD 1.06 billion % SHARE RATIONALE 90% acquired Business Expansion DEAL TYPE Exit through M&A This was KKR s third exit from India after its exit from telecom tower firm Bharti Infratel and Dalmia Bharat. This transaction resulted to be profitable for KKR with more than two-fold return in constant currency terms as KKR bought 90% stake in Alliance from Warburg Pincus and Mahansaria in 2013 for USD 470 million. After Apax Partner s deal with Capgemini for USD 4.1 billion, this was the second largest exit by a private equity fund. Target: Seller: Bharti Telecom Ltd DEAL HIGHLIGHTS Temasek Holdings Advisors India Pvt Ltd Singapore Telecommunications Ltd (SingTel) acquired a 7.39% stake in the Indian telecommunication giant - Bharti Airtel s holding company Bharti Telecom Ltd, for USD million from Temasek Holdings Pte Ltd. Post the deal completion, SingTel's effective total holding in Airtel increased to 36.27% from 32.94%, solidifying its position as the largest shareholder in the Indian company. SECTOR Telecom DEAL VALUE USD 657 million % SHARE RATIONALE 7.39% acquired Consolidation of Global Assets DEAL TYPE Exit through M&A SingTel has been restructuring its regional assets to bring all the telecom businesses under one roof and this transaction with Temasek is part of that long-term strategy. SingTel intends to use the acquisitions to enhance its economic interests in advanced information services across the globe. With this transaction, SingTel will be in a position to benefit from the shift of consumers using feature phones to smartphones in the world s second largest mobile phone market. 14

15 The Indian Terrain Gujrat M&A USD 2,673 million 33 deals EInv USD 231 million 29 deals PEE USD 85 million 8 deals Top Sectors 15 deals 12 deals 10 deals 9 deals 8 deals Maharashtra M&A USD 24,230 million 223 deals EInv USD 5,397 million 261 deals PEE USD 1,539 million 74 deals Top Sectors 186 deals 104 deals 92 Deals 78 deals 36 deals Karnataka M&A USD 2,200 million 123 deals EInv USD 2,122 million 236 deals PEE USD 763 million 39 deals Top Sectors 188 deals 55 deals 45 deals Top Five States by Transactions (Domestic + Inbound Deals + M&A Deals) Haryana M&A USD 10,940 million 55 deals EInv USD 632 million 99 deals PEE USD 929 million 19 deals Top Sectors 80 deals 32 deals 24 deals 15 deals 13 deals Delhi M&A USD 1,930 million 83 deals EInv USD 1,389 million 176 deals PEE USD 436 million 28 deals Top sectors 133 deals 73 deals 37 deals 23 deals 13 deals Telengana M&A USD 1,405 million 43 deals EInv USD 1,125 million 44 deals PEE USD 1,002 million 16 deals Top Sectors 37 deals 20 deals 16 deals 12 deals 8 deals 45 deals 38 deals Source: SKP analysis Materials IT & ITeS Financials Healthcare Utilities Industrials Consumer Staples Consumer Discretionary 15

16 Cross-Border Transactions RUSSIA USA ISRAEL Bharat PetroResources Ltd., Oil India Ltd., Indian Oil Corporation Ltd. acquired Taas YuryakhNeftegazodobycha LLC Deal value: USD 1,300 million % Sought: 30% Sector: Energy Deals done with Russia in energy sector has opened many opportunity doors for Indian economy and will also help India to add high quality international assets to India s Exploration and Production (E&P)portfolio, thereby enhancing India s energy security. THE UNITED KINGDOM Tech Mahindra acquired Target Group Deal value: USD 176 million % Sought: 100% Sector: Information Technology Tech Mahindra, a software service firm acquired UK based Target Group for USD 176 million to expand its presence in Banking and Financials services. This deal will help Tech Mahindra to propel itself in UK s top three financial service providers for certain complex lending and investment product categories. Wipro Ltd. acquired Appirio Inc. Deal value: USD 500 million % Sought: 100% Sector: Information Technology USA has always been a priority for India to develop itself in the information Technology sector. In terms of both deal value and volume investment in IT sector from USA in India and vice-a-versa has been on high pitch. Wipro s acquisitions alone contribute 75% of the total deal value. This deal will strengthen the Wipro s holding in cloud transformation practices as Appirio will also bring Topcoder, a leading crowdsourcing marketplace. SWITZERLAND Sun Pharma acquired prescribed brands of Norvatis AG Deal value: USD 293 million % Sought: 100% Sector: Healthcare The acquired brands i.e 14 prescribed brands of Novartis AG will be marketed by Sun Pharma s subsidiary in Japan, Mitsubishi Tanabe Pharma Corporation, as both the companies have signed a strategic distribution alliance. Dr. Reddy's Laboratories Ltd. acquired stake in Teva Pharmaceutical Industries Ltd. for Eight Abbreviated New Drug Applications Portfolio Deal value: USD 350 million % Sought: 100% Sector: Healthcare Dr. Reddy s Laboratories Ltd acquired a portfolio of eight abbreviated new drug applications (ANDA) from Teva Pharmaceuticals as a pre condition to the deal between Teva Pharma and Allergan for ANDA by US Federal Trade Commission. The transaction will add strength Dr.Reddy s product portfolio and wil provide new opportunity for the company to expand in the US market Top deals by volume Sector Country USD (million) Volume USA 1, UK Singapore UAE Germany

17 SKP Transaction Advisory Since inception, our founders have emphasised on professional standards and personalised service; and we continue to reflect this progressive mind-set by offering customised solutions to our clients across diverse industries with quality, integrity and respect. Stemming from our client s needs, we provide services that address all aspects relevant to a business right from conceptualisation to implementation and continuance. 17

18 Publications Investment Chronicle: July-September 2016 Investment Chronicle: Q Investment Chronicle 2015 Other Publications Medical Device Monitor Doing Business in India Remarkable Restructuring Global Expansion Updates 18

19 About SKP We are a long established and rapidly growing professional services group located in six major cities across India, with India desks in Chicago, Toronto and Dubai. We specialise in providing sound business and tax guidance and accounting services to international companies that are currently conducting or initiating business in India as well as those expanding overseas. Besides consulting on entry strategies, implementing business set-up and M&A transactional support, we assist clients with assurance, domestic and international tax, transfer pricing, corporate services, and finance and accounting outsourcing matters, all under one roof. Today, we serve over 1,200 clients including multinationals, listed companies, privately held and family-owned businesses from over 45 countries. Over the years, we have always emphasised the importance of professional standards and personalised service; and we continue to reflect this progressive mind-set by serving our clients with integrity, delivering high quality, innovative results. This focus is also witnessed in our Corporate Social Responsibility activities. We firmly believe that social responsibility is about contributing beyond a mere monetary donation it truly is a responsibility. At SKP, we focus on getting involved and here too, we re always seeking innovative solutions to help the less fortunate as we believe it is a privilege to have the opportunity to make a difference. SKP 360 We look at ourselves as your partner and not just a service provider. We strive to learn every client s unique challenges by providing personalised attention, which enables us to arrive at relevant and innovative solutions. We explore and examine all aspects of a situation, often delving into issues beyond the defined scope of work. With our collaborative approach, we are dedicated to ensuring that you receive our support throughout the business lifecycle. We are your 360-degree-solution-providing partner. 19

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